Canada | 98-0017682 | ||||||||||||||||
( incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||||||||
505 | |||||||||||||||||
(Address of principal executive offices) | (Postal Code) |
Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||
None | None |
Large accelerated filer | ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting | |||||||||||||||||||||||
☐ | Emerging growth | ||||||||||||||||||||||||||||
☐ |
Table of contents | Page | |||||||||||
Item 1. | Business | |||||||||||
Upstream | ||||||||||||
Present activities | ||||||||||||
Downstream | ||||||||||||
Transportation | ||||||||||||
Refining | ||||||||||||
Distribution | ||||||||||||
Marketing | ||||||||||||
Chemical | ||||||||||||
Delivery commitments | ||||||||||||
Human capital resources | ||||||||||||
Competition | ||||||||||||
Government regulations | ||||||||||||
Item 1A. | Risk factors | |||||||||||
Item 1B. | ||||||||||||
Item | Cybersecurity | |||||||||||
Item | Properties | |||||||||||
Item 3. | Legal proceedings | |||||||||||
Item 4. | ||||||||||||
PART II | ||||||||||||
Item 5. | ||||||||||||
Item 7. | ||||||||||||
Item 7A. | ||||||||||||
Item 8. | ||||||||||||
Item 9. | ||||||||||||
Item 9A. | ||||||||||||
Item 9B. | Other information | |||||||||||
Item 9C. | ||||||||||||
PART III | ||||||||||||
Item 10. | ||||||||||||
Item 11. | Executive compensation | |||||||||||
Item 12. | ||||||||||||
Item 13. | ||||||||||||
Item 14. | ||||||||||||
PART IV | ||||||||||||
Item 15. | ||||||||||||
Item 16. | Form 10-K summary | |||||||||||
SIGNATURES | ||||||||||||
Financial section | ||||||||||||
Proxy information section |
Liquids (a) | Natural gas | Synthetic crude oil | Bitumen | Total oil-equivalent basis | |||||||||||||
millions of barrels | billions of cubic feet | millions of barrels | millions of barrels | millions of barrels | |||||||||||||
Net proved reserves: | |||||||||||||||||
Developed | — | 53 | 242 | 1,706 | 1,957 | ||||||||||||
Undeveloped | — | 8 | 112 | 105 | 218 | ||||||||||||
Total net proved | — | 61 | 354 | 1,811 | 2,175 | ||||||||||||
(a)Liquids include crude oil, condensate and natural gas liquids (NGLs). NGL proved reserves are not material and are therefore included under liquids. |
Liquids (a) | Natural gas | Synthetic oil | Bitumen | Total oil-equivalent basis | ||||||||||||||||
millions of barrels | billions of cubic feet | millions of barrels | millions of barrels | millions of barrels | ||||||||||||||||
Net proved reserves: | ||||||||||||||||||||
Developed | 14 | 205 | 326 | 1,957 | 2,331 | |||||||||||||||
Undeveloped | 2 | 76 | 112 | 259 | 386 | |||||||||||||||
Total net proved | 16 | 281 | 438 | 2,216 | 2,717 |
thousands of barrels per day (a) | 2023 | 2022 | 2021 | |||||||||||
Bitumen: | ||||||||||||||
Kearl: | - gross (b) | 191 | 172 | 186 | ||||||||||
- net (c) | 177 | 157 | 178 | |||||||||||
Cold Lake: | - gross (b) | 135 | 144 | 140 | ||||||||||
- net (c) | 106 | 106 | 114 | |||||||||||
Total bitumen: | - gross (b) | 326 | 316 | 326 | ||||||||||
- net (c) | 283 | 263 | 292 | |||||||||||
Synthetic crude oil (d): | - gross (b) | 76 | 77 | 71 | ||||||||||
- net (c) | 67 | 63 | 62 | |||||||||||
Liquids (e): | - gross (b) | 5 | 9 | 11 | ||||||||||
- net (c) | 5 | 9 | 10 | |||||||||||
Total: | - gross (b) | 407 | 402 | 408 | ||||||||||
- net (c) | 355 | 335 | 364 | |||||||||||
(a)Volume per day metrics are calculated by dividing the volume for the period by the number of calendar days in the period. (b)Gross production is the company’s share of production (excluding purchases) before deduction of the mineral owners’ or governments’ share or both. (c)Net production is gross production less the mineral owners’ or governments’ share or both. (d)The company’s synthetic crude oil production volumes were from the company’s share of production volumes in the Syncrude joint venture and include immaterial amounts of bitumen and other products exported to the operator's facilities using an existing interconnect pipeline. (e)Liquids include crude oil, condensate and NGLs. |
thousands of barrels per day (a) | 2021 | 2020 | 2019 | |||||||||||
Bitumen: | ||||||||||||||
Kearl: | - gross (b) | 186 | 158 | 145 | ||||||||||
- net (c) | 178 | 155 | 140 | |||||||||||
Cold Lake: | - gross (b) | 140 | 132 | 140 | ||||||||||
- net (c) | 114 | 124 | 114 | |||||||||||
Total bitumen: | - gross (b) | 326 | 290 | 285 | ||||||||||
- net (c) | 292 | 279 | 254 | |||||||||||
Synthetic oil (d) : | - gross (b) | 71 | 69 | 73 | ||||||||||
- net (c) | 62 | 68 | 65 | |||||||||||
Liquids (e) : | - gross (b) | 11 | 13 | 16 | ||||||||||
- net (c) | 10 | 12 | 14 | |||||||||||
Total: | - gross (b) | 408 | 372 | 374 | ||||||||||
- net (c) | 364 | 359 | 333 |
millions of cubic feet per day (a) | 2023 | 2022 | 2021 | ||||||||
Gross production (b) (c) | 33 | 85 | 120 | ||||||||
Net production (c) (d) (e) | 32 | 83 | 115 | ||||||||
Net production available for sale (f) | 11 | 50 | 81 | ||||||||
(a)Volume per day metrics are calculated by dividing the volume for the period by the number of calendar days in the period. (b)Gross production is the company’s share of production (excluding purchases) before deduction of the mineral owners’ or governments’ share or both. (c)Production of natural gas includes amounts used for internal consumption with the exception of the amounts reinjected. (d)Net production is gross production less the mineral owners’ or governments’ share or both. (e)Net production reported in the above table is consistent with production quantities in the net proved reserves disclosure. (f)Includes sales of the company’s share of net production and excludes amounts used for internal consumption. |
millions of cubic feet per day (a) | 2021 | 2020 | 2019 | |||||||||
Gross production (b) (c) | 120 | 154 | 145 | |||||||||
Net production (c) (d) (e) | 115 | 150 | 144 | |||||||||
Net production available for sale (f) | 81 | 115 | 108 |
thousands of barrels per day (a) | 2023 | 2022 | 2021 | ||||||||
Total production oil-equivalent basis: | |||||||||||
–gross (b) | 413 | 416 | 428 | ||||||||
–net (c) | 360 | 349 | 383 | ||||||||
(a)Volume per day metrics are calculated by dividing the volume for the period by the number of calendar days in the period. (b)Gross production is the company’s share of production (excluding purchases) before deduction of the mineral owners’ or governments’ share or both. (c)Net production is gross production less the mineral owners’ or governments’ share or both. |
thousands of barrels per day (a) | 2021 | 2020 | 2019 | |||||||||
Total production oil-equivalent basis: | ||||||||||||
- gross (b) | 428 | 398 | 398 | |||||||||
- net (c) | 383 | 384 | 357 |
Canadian dollars per barrel | 2023 | 2022 | 2021 | ||||||||
Bitumen | 67.42 | 84.67 | 57.91 | ||||||||
Synthetic crude oil | 105.57 | 125.46 | 81.61 | ||||||||
Liquids (a) | 59.30 | 93.77 | 59.41 | ||||||||
Canadian dollars per thousand cubic feet | |||||||||||
Natural gas | 2.58 | 5.69 | 3.83 | ||||||||
(a)Liquids include crude oil, condensate and NGLs. |
Canadian dollars per barrel | 2021 | 2020 | 2019 | |||||||||
Bitumen | 57.91 | 25.69 | 50.02 | |||||||||
Synthetic oil | 81.61 | 49.76 | 74.47 | |||||||||
Liquids (a) | 59.41 | 27.40 | 42.91 | |||||||||
Canadian dollars per thousand cubic feet | ||||||||||||
Natural gas | 3.83 | 1.90 | 2.05 |
Canadian dollars per barrel | 2023 | 2022 | 2021 | ||||||||
Bitumen | 32.41 | 39.05 | 29.06 | ||||||||
Synthetic crude oil | 62.57 | 68.00 | 61.97 | ||||||||
Total oil-equivalent basis (a) | 38.51 | 44.02 | 34.32 | ||||||||
(a)Includes liquids, bitumen, synthetic crude oil and natural gas. |
Canadian dollars per barrel | 2021 | 2020 | 2019 | |||||||||
Bitumen | 29.06 | 25.73 | 31.53 | |||||||||
Synthetic oil | 61.97 | 45.51 | 54.44 | |||||||||
Total oil-equivalent basis(a) | 34.32 | 28.73 | 34.82 |
wells | 2021 | 2020 | 2019 | |||||||||
Net productive exploratory | - | - | - | |||||||||
Net dry exploratory | - | - | - | |||||||||
Net productive development | 13 | 29 | 28 | |||||||||
Net dry development | - | - | - | |||||||||
Total | 13 | 29 | 28 |
wells | 2023 | 2022 | 2021 | ||||||||
Net productive exploratory | — | — | — | ||||||||
Net dry exploratory | — | — | — | ||||||||
Net productive development | 32 | 24 | 13 | ||||||||
Net dry development | — | — | — | ||||||||
Total | 32 | 24 | 13 |
2023 | ||||||||
Wells | Gross | Net | ||||||
Total | 11 | 11 |
2021 | ||||||||
Wells | Gross | Net | ||||||
Total | 16 | 7 |
Year ended December 31, 2021 | Year ended December 31, 2020 | |||||||||||||||||||||||||||||||
Crude oil | Natural gas | Crude oil | Natural gas | |||||||||||||||||||||||||||||
wells | Gross (a | ) | Net (b | ) | Gross (a | ) | Net (b | ) | Gross (a | ) | Net (b | ) | Gross (a | ) | Net (b) | |||||||||||||||||
Total (c) | 4,557 | 4,509 | 2,729 | 885 | 4,660 | 4,610 | 2,767 | 898 |
Year ended December 31, 2023 | Year ended December 31, 2022 | |||||||||||||||||||||||||
Crude oil | Natural gas | Crude oil | Natural gas | |||||||||||||||||||||||
wells | Gross (a) | Net (b) | Gross (a) | Net (b) | Gross (a) | Net (b) | Gross (a) | Net (b) | ||||||||||||||||||
Total (c) | 4,084 | 4,080 | 2,411 | 770 | 4,277 | 4,264 | 2,419 | 774 | ||||||||||||||||||
(a)Gross wells are wells in which the company owns a working interest. (b)Net wells are the sum of the fractional working interest owned by the company in gross wells, rounded to the nearest whole number. (c)Multiple completion wells are permanently equipped to produce separately from two or more distinctly different geological formations. At year-end 2023, the company had an interest in 12 gross wells with multiple completions (2022 - 12 gross wells). |
Developed | Undeveloped | Total | ||||||||||||||||||||||||
thousands of acres | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
Western provinces (a): | ||||||||||||||||||||||||||
Liquids and gas | - gross (b) | 1,059 | 1,043 | 621 | 697 | 1,680 | 1,740 | |||||||||||||||||||
- net (c) | 517 | 510 | 350 | 388 | 867 | 898 | ||||||||||||||||||||
Bitumen | - gross (b) | 196 | 197 | 584 | 594 | 780 | 791 | |||||||||||||||||||
- net (c) | 182 | 182 | 255 | 265 | 437 | 447 | ||||||||||||||||||||
Synthetic oil | - gross (b) | 119 | 119 | 100 | 100 | 219 | 219 | |||||||||||||||||||
- net (c) | 30 | 30 | 25 | 25 | 55 | 55 | ||||||||||||||||||||
Canada lands (d) : | ||||||||||||||||||||||||||
Liquids and gas | - gross (b) | 2 | 2 | 1,803 | 1,803 | 1,805 | 1,805 | |||||||||||||||||||
- net (c) | 2 | 2 | 495 | 495 | 497 | 497 | ||||||||||||||||||||
Atlantic offshore: | ||||||||||||||||||||||||||
Liquids and gas | - gross (b) | 65 | 65 | 267 | 267 | 332 | 332 | |||||||||||||||||||
- net (c) | 6 | 6 | 36 | 36 | 42 | 42 | ||||||||||||||||||||
Total (e) : | - gross (b) | 1,441 | 1,426 | 3,375 | 3,461 | 4,816 | 4,887 | |||||||||||||||||||
- net (c) | 737 | 730 | 1,161 | 1,209 | 1,898 | 1,939 |
Developed | Undeveloped | Total | |||||||||||||||||||||
thousands of acres | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||
Western provinces (a): | |||||||||||||||||||||||
Liquids and gas | - gross (b) | 422 | 441 | 185 | 185 | 607 | 626 | ||||||||||||||||
- net (c) | 253 | 260 | 135 | 135 | 388 | 395 | |||||||||||||||||
Bitumen | - gross (b) | 196 | 196 | 584 | 584 | 780 | 780 | ||||||||||||||||
- net (c) | 182 | 182 | 255 | 255 | 437 | 437 | |||||||||||||||||
Synthetic crude oil | - gross (b) | 119 | 119 | 100 | 100 | 219 | 219 | ||||||||||||||||
- net (c) | 30 | 30 | 25 | 25 | 55 | 55 | |||||||||||||||||
Canada lands (d): | |||||||||||||||||||||||
Liquids and gas | - gross (b) | 2 | 2 | 1,803 | 1,803 | 1,805 | 1,805 | ||||||||||||||||
- net (c) | 2 | 2 | 496 | 495 | 498 | 497 | |||||||||||||||||
Atlantic offshore: | |||||||||||||||||||||||
Liquids and gas | - gross (b) | 65 | 65 | 146 | 146 | 211 | 211 | ||||||||||||||||
- net (c) | 6 | 6 | 22 | 22 | 28 | 28 | |||||||||||||||||
Total (e): | - gross (b) | 804 | 823 | 2,818 | 2,818 | 3,622 | 3,641 | ||||||||||||||||
- net (c) | 473 | 480 | 933 | 932 | 1,406 | 1,412 | |||||||||||||||||
(a)Western provinces include British Columbia and Alberta. (b)Gross acres include the interests of others. (c)Net acres exclude the interests of others. (d)Canada lands include the Arctic Islands, Beaufort Sea / Mackenzie Delta, and other Northwest Territories. (e)Certain land holdings are subject to modification under agreements whereby others may earn interests in the company’s holdings by performing certain exploratory work (farm-out) and whereby the company may earn interests in others’ holdings by performing certain exploratory work (farm-in). |
Refinery throughput (a) | Rated capacities (b) | |||||||||||||
Year ended December 31 | at December 31 | |||||||||||||
thousands of barrels per day | 2023 | 2022 | 2021 | 2023 | ||||||||||
Strathcona, Alberta | 186 | 195 | 172 | 197 | ||||||||||
Sarnia, Ontario | 110 | 113 | 106 | 123 | ||||||||||
Nanticoke, Ontario | 111 | 110 | 101 | 113 | ||||||||||
Total | 407 | 418 | 379 | 433 | ||||||||||
Utilization of refinery capacity (percent) | 94 | 98 | 89 | |||||||||||
(a)Refinery throughput is the volume of crude oil and feedstocks that is processed in the refinery atmospheric distillation units. (b)Refining capacity data is based on 100 percent of rated refinery process unit stream-day capacities to process inputs to atmospheric distillation units under normal operating conditions, less the impact of shutdowns for regular repair and maintenance activities, averaged over an extended period of time. |
Refinery throughput (a) | Rated capacities (b) | |||||||||||||||
Year ended December 31 | at December 31 | |||||||||||||||
thousands of barrels per day | 2021 | 2020 | 2019 | 2021 | ||||||||||||
Strathcona, Alberta | 172 | 170 | 183 | 196 | ||||||||||||
Sarnia, Ontario | 106 | 86 | 86 | 119 | ||||||||||||
Nanticoke, Ontario | 101 | 84 | 84 | 113 | ||||||||||||
Total | 379 | 340 | 353 | 428 | ||||||||||||
Utilization of refinery capacity (percent) | 89 | 80 | 83 |
thousands of barrels per day | 2021 | 2020 | 2019 | |||||||||
Gasolines | 224 | 215 | 249 | |||||||||
Heating, diesel and jet fuels | 160 | 146 | 167 | |||||||||
Lube oils and other products | ||||||||||||
Heavy fuel oils | 27 | 20 | 21 | |||||||||
Lube oils and other products | 45 | 40 | 38 | |||||||||
Net petroleum product sales | 456 | 421 | 475 |
thousands of tonnes | 2023 | 2022 | 2021 | ||||||||
Total petrochemical sales | 820 | 842 | 831 |
thousands of tonnes | 2021 | 2020 | 2019 | |||||||||
Total petrochemical sales | 831 | 749 | 732 |
Item 1A. Risk factors |
Item 2. Properties |
Item 3. Legal proceedings |
Item 4. Mine safety disclosures |
Item 5. Market for registrant’s common equity, related stockholder matters and issuer purchases of equity securities |
Total number of shares purchased | Average price paid per share (Canadian dollars) | Total number of shares purchased as part of publicly announced plans or programs | Maximum number of shares that may yet be purchased under the plans or programs (a) | Total number of shares purchased | Average price paid per share (Canadian dollars) | Total number of shares purchased as part of publicly announced plans or programs | Maximum number of shares that may yet be purchased under the plans or programs (a) (b) | ||||||||||||||||||||||||||
October 2021 | |||||||||||||||||||||||||||||||||
October 2023 | October 2023 | ||||||||||||||||||||||||||||||||
(October 1 - October 31) | 2,846,704 | 42.70 | 2,846,704 | 23,627,643 | (October 1 - October 31) | 11,722,035 | 81.72 | 11,722,035 | — | ||||||||||||||||||||||||
November 2021 | |||||||||||||||||||||||||||||||||
November 2023 | November 2023 | ||||||||||||||||||||||||||||||||
(November 1 - November 30) | 7,089,309 | 43.49 | 7,089,309 | 16,538,334 | (November 1 - November 30) | — | |||||||||||||||||||||||||||
December 2021 | |||||||||||||||||||||||||||||||||
December 2023 | December 2023 | ||||||||||||||||||||||||||||||||
(December 1 - December 31) | 7,602,184 | 43.63 | 7,602,184 | 8,936,150 | (December 1 - December 31) | 19,108,280 | 78.50 | 19,108,280 | — | ||||||||||||||||||||||||
(a)On June 27, 2023, the company announced by news release that it had received final approval from the Toronto Stock Exchange for a new normal course issuer bid to continue its existing share purchase program. The program enabled the company to purchase up to a maximum of 29,207,635 common shares during the period June 29, 2023 to June 28, 2024. This maximum included shares purchased under the normal course issuer bid and from Exxon Mobil Corporation concurrent with, but outside of, the normal course issuer bid. As in the past, Exxon Mobil Corporation advised the company that it intended to participate to maintain its ownership percentage at approximately 69.6 percent. Imperial accelerated share purchases under the normal course issuer bid program, and the program completed on October 19, 2023 as a result of the company purchasing the maximum allowable number of shares under the program. (b)On November 3, 2023, the company commenced a substantial issuer bid pursuant to which it offered to purchase for cancellation up to $1.5 billion of its common shares through a modified Dutch auction and proportionate tender offer. The substantial issuer bid was completed on December 13, 2023, with the company taking up and paying for 19,108,280 common shares at a price of $78.50 per share, for an aggregate purchase of $1.5 billion and 3.4 percent of Imperial’s issued and outstanding shares at the close of business on October 30, 2023. This included 13,299,349 shares purchased from Exxon Mobil Corporation by way of a proportionate tender to maintain its ownership percentage at approximately 69.6 percent. | (a)On June 27, 2023, the company announced by news release that it had received final approval from the Toronto Stock Exchange for a new normal course issuer bid to continue its existing share purchase program. The program enabled the company to purchase up to a maximum of 29,207,635 common shares during the period June 29, 2023 to June 28, 2024. This maximum included shares purchased under the normal course issuer bid and from Exxon Mobil Corporation concurrent with, but outside of, the normal course issuer bid. As in the past, Exxon Mobil Corporation advised the company that it intended to participate to maintain its ownership percentage at approximately 69.6 percent. Imperial accelerated share purchases under the normal course issuer bid program, and the program completed on October 19, 2023 as a result of the company purchasing the maximum allowable number of shares under the program. (b)On November 3, 2023, the company commenced a substantial issuer bid pursuant to which it offered to purchase for cancellation up to $1.5 billion of its common shares through a modified Dutch auction and proportionate tender offer. The substantial issuer bid was completed on December 13, 2023, with the company taking up and paying for 19,108,280 common shares at a price of $78.50 per share, for an aggregate purchase of $1.5 billion and 3.4 percent of Imperial’s issued and outstanding shares at the close of business on October 30, 2023. This included 13,299,349 shares purchased from Exxon Mobil Corporation by way of a proportionate tender to maintain its ownership percentage at approximately 69.6 percent. |
Item 9A. Controls and procedures |
Item 9C. Disclosure regarding foreign jurisdiction that prevents inspections |
Imperial Oil Limited | Exxon Mobil Corporation | |||||||||||||
Named executive officer | Common shares (a) | Restricted stock units (b) | Common shares (a) | Restricted stock units (b) | ||||||||||
B.W. Corson | — | 410,400 | 129,044 | 59,700 | ||||||||||
D.E. Lyons | — | 114,400 | 10,780 | 4,800 | ||||||||||
S.P. Younger | — | 66,100 | 11,025 | 10,300 | ||||||||||
B.A. Jolly | 13,498 | 76,300 | — | — | ||||||||||
S.L. Evers | 2,922 | 39,600 | — | — | ||||||||||
Incumbent directors and executive officers as a group (16 people) | 40,921 | 853,450 | 175,823 | 225,123 | ||||||||||
(a)No common shares are beneficially owned by reason of exercisable options. None of these individuals owns more than 0.01 percent of the outstanding shares of Imperial Oil Limited or Exxon Mobil Corporation. The directors and officers as a group own less than 0.01 percent of the outstanding shares of Imperial Oil Limited, and less than 0.01 percent of the outstanding shares of Exxon Mobil Corporation. Information not being within the knowledge of the company has been provided by the directors and the executive officers individually. (b)Restricted stock units do not carry voting rights prior to the issuance of shares on settlement of the awards. |
Imperial Oil Limited | Exxon Mobil Corporation | |||||||||||||||
Named executive officer | Common shares (a) | Restricted stock units (b) | Common shares (a) | Restricted stock units (b) | ||||||||||||
B.W. Corson | - | 234,600 | 114,686 | 88,000 | ||||||||||||
D.E. Lyons | - | 78,000 | 10,046 | 14,400 | ||||||||||||
S.P. Younger | - | 32,400 | 9,457 | 19,900 | ||||||||||||
B.A. Jolly | 31,361 | 68,600 | - | - | ||||||||||||
J.R. Wetmore | 14,939 | 56,900 | - | - | ||||||||||||
Incumbent directors and executive officers as a group (17 people) | 130,655 | 649,550 | 160,390 | 240,200 |
thousands of Canadian dollars | 2023 | 2022 | ||||||
Audit fees | 2,200 | 2,190 | ||||||
Audit-related fees | 97 | 92 | ||||||
Tax fees | — | — | ||||||
All other fees | — | — | ||||||
Total fees | 2,297 | 2,282 |
thousands of Canadian dollars | 2021 | 2020 | ||||||
Audit fees | 1,890 | 1,910 | ||||||
Audit-related fees | 92 | 92 | ||||||
Tax fees | - | - | ||||||
All other fees | - | - | ||||||
Total fees | 1,982 | 2,002 |
(3) | Restated certificate and articles of incorporation of the company (Incorporated herein by reference to Exhibit (3.1) to the company’s Form 8-K filed on May 3, 2006 (File No. 0-12014)). | ||||||||||
By-laws of the company (Incorporated herein by reference to Exhibit (3)(ii) to the company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 0-12014)). | |||||||||||
(4) | Description of capital stock. (Incorporated herein by reference to Exhibit (4)(vi) of the company’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 0-12014)). | ||||||||||
(10) | (ii) | (1) | Alberta Cold Lake Transition Agreement, effective January 1, 2000, relating to the royalties payable in respect of the Cold Lake production project and terminating the Alberta Cold Lake Crown Agreement dated June 25, 1984. (Incorporated herein by reference to Exhibit (10)(ii)(20) of the company’s Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 0-12014)). | ||||||||
Syncrude Bitumen Royalty Option Agreement, dated November 18, 2008, setting out the terms of the exercise by the Syncrude Joint Venture owners of the option contained in the existing Crown Agreement to convert to a royalty payable on the value of bitumen, effective January 1, 2009 (Incorporated herein by reference to Exhibit 1.01(10)(ii)(2) of the company’s Form 8-K filed on November 19, 2008 (File No. 0-12014)). | |||||||||||
(iii)(A) | (1) | Form of Letter relating to Supplemental Retirement Income (Incorporated herein by reference to Exhibit (10)(c)(3) of the company’s Annual Report on Form 10-K for the year ended December 31, 1980 (File No. 2-9259)). | |||||||||
(2) | Deferred Share Unit Plan for Nonemployee Directors. (Incorporated herein by reference to Exhibit (10)(iii)(A)(6) of the company’s Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 0-12014)). | ||||||||||
Amended Restricted Stock Unit Plan with respect to Restricted Stock Units granted in 2016 and subsequent years, as amended effective October 26, 2016 (Incorporated herein by reference to Exhibit 9.01(c)[10(iii)(A)(1)] of the company’s Form 8-K filed on October 31, 2016 (File No. 0-12014)). | |||||||||||
Amended Restricted Stock Unit Plan with respect to Restricted Stock Units granted in 2020 and subsequent years, as amended effective November 24, 2020 (Incorporated herein by reference to Exhibit (10)(iii)(A)(6) of the company’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 0-12014)). | |||||||||||
Amended Restricted Stock Unit Plan with respect to Restricted Stock Units granted in 2022 and subsequent years, as amended effective November 29, 2022 (Incorporated herein by reference to Exhibit (10)(iii)(A)(7) of the company's Annual Report on Form 10-K for the year ended December 31, 2022 (File No. 0-12014)). | |||||||||||
Amended Short Term Incentive Program, as amended effective December 1, 2023. | |||||||||||
(21) | Imperial Oil Resources Limited is incorporated in Alberta, Canada and Canada Imperial Oil Limited is incorporated in Canada, and both are wholly-owned subsidiaries of the company. The names of all other subsidiaries of the company are omitted because, considered in the aggregate as a single subsidiary, they would not constitute a significant subsidiary as of December 31, 2023. | ||||||||||
(3) | (i) | Restated certificate and articles of incorporation of the company (Incorporated herein by reference to Exhibit (3.1) to the company’s Form 8-K filed on May 3, 2006 (FileNo. 0-12014)). | ||||
(ii) | By-laws of the company (Incorporated herein by reference to Exhibit (3)(ii) to the company’s Quarterly Report onForm 10-Q for the quarter ended March 31, 2003 (FileNo. 0-12014)). | |||||
(4) | (vi) | Description of capital stock. (Incorporated herein by reference to Exhibit (4)(vi) of the company’s Annual Report on Form 10-K for the year ended December 31, 2019 (FileNo. 0-12014)). | ||||
(10) | (ii) | (1) | Alberta Cold Lake Transition Agreement, effective January 1, 2000, relating to the royalties payable in respect of the Cold Lake production project and terminating the Alberta Cold Lake Crown Agreement dated June 25, 1984. (Incorporated herein by reference to Exhibit (10)(ii)(20) of the company’s Annual Report on Form 10-K for the year ended December 31, 2001 (FileNo. 0-12014)). | |||
(2) | Syncrude Bitumen Royalty Option Agreement, dated November 18, 2008, setting out the terms of the exercise by the Syncrude Joint Venture owners of the option contained in the existing Crown Agreement to convert to a royalty payable on the value of bitumen, effective January 1, 2009 (Incorporated herein by reference to Exhibit 1.01(10)(ii)(2) of the company’s Form 8-K filed on November 19, 2008 (FileNo. 0-12014)). | |||||
(iii)(A) | (1) | Form of Letter relating to Supplemental Retirement Income (Incorporated herein by reference to Exhibit (10)(c)(3) of the company’s Annual Report on Form 10-K for the year ended December 31, 1980 (FileNo. 2-9259)). | ||||
(2) | Deferred Share Unit Plan for Nonemployee Directors. (Incorporated herein by reference to Exhibit (10)(iii)(A)(6) of the company’s Annual Report on Form 10-K for the year ended December 31, 1998 (FileNo. 0-12014)). | |||||
(3) | Amended Restricted Stock Unit Plan with respect to Restricted Stock Units granted in 2011 and subsequent years, as amended effective November 14, 2011 (Incorporated herein by reference to Exhibit 9.01(c)[10(iii)(A)(1)] of the company’s Form 8-K filed on February 23, 2012 (FileNo. 0-12014)). | |||||
(4) | Amended Restricted Stock Unit Plan with respect to Restricted Stock Units granted in 2016 and subsequent years, as amended effective October 26, 2016 (Incorporated herein by reference to Exhibit 9.01(c)[10(iii)(A)(1)] of the company’s Form 8-K filed on October 31, 2016 (FileNo. 0-12014)). | |||||
(5) | Amended Short Term Incentive Program with respect to awards granted in 2016 and subsequent years, as amended effective October 26, 2016 (Incorporated herein by reference to Exhibit 9.01(c)[10(iii)(A)(1)] of the company’s Form 8-K filed on October 31, 2016 (FileNo. 0-12014)). | |||||
(6) | Amended Restricted Stock Unit Plan with respect to Restricted Stock Units granted in 2020 and subsequent years, as amended effective November 24, 2020 (Incorporated herein by reference to Exhibit (10)(iii)(A)(6) of the company’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 0-12014)). | |||||
(21) | Imperial Oil Resources Limited is incorporated in Alberta, Canada and Canada Imperial Oil Limited is incorporated in Canada, and both are wholly-owned subsidiaries of the company. The names of all other subsidiaries of the company are omitted because, considered in the aggregate as a single subsidiary, they would not constitute a significant subsidiary as of December 31, 2021. | |||||
Certification by principal executive officer of Periodic Financial Report pursuant to Rule 13a-14(a). | ||||||
Certification by principal financial officer of Periodic Financial Report pursuant to Rule 13a-14(a). |
Certification by principal executive officer of Periodic Financial Report pursuant to Rule 13a-14(a). | |||||||||||||
Certification by principal financial officer of Periodic Financial Report pursuant to Rule 13a-14(a). | |||||||||||||
Certification by chief executive officer of Periodic Financial Report pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350. | |||||||||||||
Certification by chief financial officer of Periodic Financial Report pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350. | |||||||||||||
SEC Rule 10D-1 Policy for the Recovery of Erroneously Awarded Compensation effective December 1, 2023. | |||||||||||||
(101) | Interactive Data Files (formatted as Inline XBRL). | ||||||||||||
(104) | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
Imperial Oil Limited | ||||||||
by_____/s/ Bradley W. Corson | ||||||||
(Bradley W. Corson) | ||||||||
Chairman, president and chief executive officer |
Signature | Title | |||||
/s/ Bradley W. Corson | Chairman, president and chief executive officer and director (Principal executive officer) | |||||
(Bradley W. Corson) | ||||||
/s/ Daniel E. Lyons | Senior vice-president, finance and administration, and controller | |||||
(Principal financial officer and principal accounting officer) | ||||||
/s/ David W. Cornhill | Director | |||||
(David W. Cornhill) | ||||||
/s/ Matthew R. Crocker | Director | |||||
(Matthew R. Crocker) | ||||||
/s/ Sharon R. Driscoll | Director | |||||
(Sharon R. Driscoll) | ||||||
/s/ John N. Floren | Director | |||||
(John N. Floren) | ||||||
/s/ | Director | |||||
/s/ Miranda C. Hubbs | Director | |||||
(Miranda C. Hubbs) | ||||||
Table of contents | Page | |||||||
Management’s report on internal control over financial reporting | ||||||||
Independent Registered Public Accounting Firm | ||||||||
2. Business segments | ||||||||
18. Divestment activities | ||||||||
Supplemental information on oil and gas exploration and production activities (unaudited) |
millions of Canadian dollars | 2023 | 2022 | 2021 | ||||||||
Revenues | 50,702 | 59,413 | 37,508 | ||||||||
Net income (loss): | |||||||||||
Upstream | 2,512 | 3,645 | 1,395 | ||||||||
Downstream | 2,301 | 3,622 | 895 | ||||||||
Chemical | 164 | 204 | 361 | ||||||||
Corporate and other | (88) | (131) | (172) | ||||||||
Net income (loss) | 4,889 | 7,340 | 2,479 | ||||||||
Cash and cash equivalents at year-end | 864 | 3,749 | 2,153 | ||||||||
Total assets at year-end | 41,199 | 43,524 | 40,782 | ||||||||
Long-term debt at year-end | 4,011 | 4,033 | 5,054 | ||||||||
Total debt at year-end | 4,132 | 4,155 | 5,176 | ||||||||
Other long-term obligations at year-end | 3,851 | 3,467 | 3,897 | ||||||||
Shareholders’ equity at year-end | 22,222 | 22,413 | 21,735 | ||||||||
Cash flow from operating activities | 3,734 | 10,482 | 5,476 | ||||||||
Per share information (Canadian dollars) | |||||||||||
Net income (loss) per common share - basic | 8.51 | 11.47 | 3.48 | ||||||||
Net income (loss) per common share - diluted | 8.49 | 11.44 | 3.48 | ||||||||
Dividends per common share - declared | 1.94 | 1.46 | 1.03 |
millions of Canadian dollars | 2021 | 2020 | 2019 | |||||||||
Revenues | 37,508 | 22,284 | 34,002 | |||||||||
Net income (loss): | ||||||||||||
Upstream | 1,395 | (2,318 | ) | 1,348 | ||||||||
Downstream | 895 | 553 | 961 | |||||||||
Chemical | 361 | 78 | 108 | |||||||||
Corporate and other | (172 | ) | (170 | ) | (217 | ) | ||||||
Net income (loss) | 2,479 | (1,857 | ) | 2,200 | ||||||||
Cash and cash equivalents at year-end | 2,153 | 771 | 1,718 | |||||||||
Total assets at year-end | 40,782 | 38,031 | 42,187 | |||||||||
Long-term debt at year-end | 5,054 | 4,957 | 4,961 | |||||||||
Total debt at year-end | 5,176 | 5,184 | 5,190 | |||||||||
Other long-term obligations at year-end | 3,897 | 4,100 | 3,637 | |||||||||
Shareholders’ equity at year-end | 21,735 | 21,418 | 24,276 | |||||||||
Cash flow from operating activities | 5,476 | 798 | 4,429 | |||||||||
Per share information (Canadian dollars) | ||||||||||||
Net income (loss) per common share - basic | 3.48 | (2.53 | ) | 2.88 | ||||||||
Net income (loss) per common share - diluted | 3.48 | (2.53 | ) | 2.88 | ||||||||
Dividends per common share - declared | 1.03 | 0.88 | 0.85 |
millions of Canadian dollars | 2023 | 2022 | 2021 | |||||||||||
From the Consolidated balance sheet | ||||||||||||||
Business uses: asset and liability perspective | ||||||||||||||
Total assets | 41,199 | 43,524 | 40,782 | |||||||||||
Less: | Total current liabilities excluding notes and loans payable | (6,482) | (8,776) | (5,432) | ||||||||||
Total long-term liabilities excluding long-term debt | (8,363) | (8,180) | (8,439) | |||||||||||
Add: | Imperial’s share of equity company debt | 21 | 25 | 20 | ||||||||||
Total capital employed | 26,375 | 26,593 | 26,931 | |||||||||||
Total company sources: Debt and equity perspective | ||||||||||||||
Notes and loans payable | 121 | 122 | 122 | |||||||||||
Long-term debt | 4,011 | 4,033 | 5,054 | |||||||||||
Shareholders’ equity | 22,222 | 22,413 | 21,735 | |||||||||||
Add: | Imperial’s share of equity company debt | 21 | 25 | 20 | ||||||||||
Total capital employed | 26,375 | 26,593 | 26,931 |
millions of Canadian dollars | 2021 | 2020 | 2019 | |||||||||||
From the Consolidated balance sheet | ||||||||||||||
Business uses: asset and liability perspective | ||||||||||||||
Total assets | 40,782 | 38,031 | 42,187 | |||||||||||
Less: | Total current liabilities excluding notes and loans payable | (5,432 | ) | (3,153 | ) | (4,366 | ) | |||||||
Total long-term liabilities excluding long-term debt | (8,439 | ) | (8,276 | ) | (8,355 | ) | ||||||||
Add: Imperial’s share of equity company debt | 20 | 26 | 24 | |||||||||||
Total capital employed | 26,931 | 26,628 | 29,490 | |||||||||||
Total company sources: Debt and equity perspective | ||||||||||||||
Notes and loans payable | 122 | 227 | 229 | |||||||||||
Long-term debt | 5,054 | 4,957 | 4,961 | |||||||||||
Shareholders’ equity | 21,735 | 21,418 | 24,276 | |||||||||||
Add: Imperial’s share of equity company debt | 20 | 26 | 24 | |||||||||||
Total capital employed | 26,931 | 26,628 | 29,490 |
millions of Canadian dollars | 2023 | 2022 | 2021 | ||||||||
From the Consolidated statement of income | |||||||||||
Net income (loss) | 4,889 | 7,340 | 2,479 | ||||||||
Financing (after-tax) including Imperial’s share of equity companies | 66 | 55 | 40 | ||||||||
Net income (loss) excluding financing | 4,955 | 7,395 | 2,519 | ||||||||
Average capital employed | 26,484 | 26,762 | 26,780 | ||||||||
Return on average capital employed (percent) – corporate total | 18.7 | 27.6 | 9.4 |
millions of Canadian dollars | 2021 | 2020 | 2019 | |||||||||
From the Consolidated statement of income | ||||||||||||
Net income (loss) | 2,479 | (1,857 | ) | 2,200 | ||||||||
Financing (after-tax) including Imperial’s share of equity companies | 40 | 52 | 66 | |||||||||
Net income (loss) excluding financing | 2,519 | (1,805 | ) | 2,266 | ||||||||
Average capital employed | 26,780 | 28,059 | 29,591 | |||||||||
Return on average capital employed (percent) – corporate total | 9.4 | (6.4 | ) | 7.7 |
millions of Canadian dollars | 2023 | 2022 | 2021 | ||||||||
From the Consolidated statement of cash flows | |||||||||||
Cash flows from (used in) operating activities | 3,734 | 10,482 | 5,476 | ||||||||
Proceeds from asset sales | 86 | 904 | 81 | ||||||||
Total cash flows from (used in) operating activities and asset sales | 3,820 | 11,386 | 5,557 |
millions of Canadian dollars | 2021 | 2020 | 2019 | |||||||||
From the Consolidated statement of cash flows | ||||||||||||
Cash flows from operating activities | 5,476 | 798 | 4,429 | |||||||||
Proceeds from asset sales | 81 | 82 | 82 | |||||||||
Total cash flows from operating activities and asset sales | 5,557 | 880 | 4,511 |
millions of Canadian dollars | 2023 | 2022 | 2021 | ||||||||
From the Consolidated statement of income | |||||||||||
Total expenses | 44,600 | 50,186 | 34,307 | ||||||||
Less: | |||||||||||
Purchases of crude oil and products | 32,399 | 37,742 | 23,174 | ||||||||
Federal excise tax and fuel charge | 2,402 | 2,179 | 1,928 | ||||||||
Financing | 69 | 60 | 54 | ||||||||
Subtotal | 34,870 | 39,981 | 25,156 | ||||||||
Imperial's share of equity company expenses | 76 | 71 | 61 | ||||||||
Total operating costs | 9,806 | 10,276 | 9,212 |
millions of Canadian dollars | 2023 | 2022 | 2021 | ||||||||
From the Consolidated statement of income | |||||||||||
Production and manufacturing | 6,879 | 7,404 | 6,316 | ||||||||
Selling and general | 857 | 882 | 784 | ||||||||
Depreciation and depletion | 1,907 | 1,897 | 1,977 | ||||||||
Non-service pension and postretirement benefit | 82 | 17 | 42 | ||||||||
Exploration | 5 | 5 | 32 | ||||||||
Subtotal | 9,730 | 10,205 | 9,151 | ||||||||
Imperial's share of equity company expenses | 76 | 71 | 61 | ||||||||
Total operating costs | 9,806 | 10,276 | 9,212 |
millions of Canadian dollars | 2021 | 2020 | 2019 | |||||||||
From the Consolidated statement of income | ||||||||||||
Total expenses | 34,307 | 24,796 | 32,055 | |||||||||
Less: | ||||||||||||
Purchases of crude oil and products | 23,174 | 13,293 | 20,946 | |||||||||
Federal excise tax and fuel charge | 1,928 | 1,736 | 1,808 | |||||||||
Financing | 54 | 64 | 93 | |||||||||
Subtotal | 25,156 | 15,093 | 22,847 | |||||||||
Imperial’s share of equity company expenses | 61 | 64 | 76 | |||||||||
Total operating costs | 9,212 | 9,767 | 9,284 | |||||||||
Components of operating costs | ||||||||||||
millions of Canadian dollars | 2021 | 2020 | 2019 | |||||||||
From the Consolidated statement of income | ||||||||||||
Production and manufacturing | 6,316 | 5,535 | 6,520 | |||||||||
Selling and general | 784 | 741 | 900 | |||||||||
Depreciation and depletion (includes impairments) | 1,977 | 3,293 | 1,598 | |||||||||
Non-service pension and postretirement benefit | 42 | 121 | 143 | |||||||||
Exploration | 32 | 13 | 47 | |||||||||
Subtotal | 9,151 | 9,703 | 9,208 | |||||||||
Imperial’s share of equity company expenses | 61 | 64 | 76 | |||||||||
Total operating costs | 9,212 | 9,767 | 9,284 |
millions of Canadian dollars | 2023 | 2022 | 2021 | ||||||||
From the Consolidated statement of income | |||||||||||
Net income (loss) (U.S. GAAP) | 4,889 | 7,340 | 2,479 | ||||||||
Less identified items included in Net income (loss) | |||||||||||
Gain/(loss) on sale of assets | — | 208 | — | ||||||||
Subtotal of identified items | — | 208 | — | ||||||||
Net income (loss) excluding identified items | 4,889 | 7,132 | 2,479 |
millions of Canadian dollars | 2021 | 2020 | 2019 | |||||||||
From the Consolidated statement of income | ||||||||||||
Net income (loss) (U.S. GAAP) | 2,479 | (1,857 | ) | 2,200 | ||||||||
Less identified items included in Net income (loss) | ||||||||||||
Impairments | - | (1,171 | ) | - | ||||||||
Tax adjustments | - | - | 662 | |||||||||
Subtotal of identified items | - | (1,171 | ) | 662 | ||||||||
Net income (loss) excluding identified items | 2,479 | (686 | ) | 1,538 |
millions of Canadian dollars | 2021 | 2020 | 2019 | |||||||||
Net income (loss) (U.S. GAAP) | 2,479 | (1,857 | ) | 2,200 | ||||||||
Identified items included in Net income (loss) (a) | ||||||||||||
Impairments | - | (1,171 | ) | - | ||||||||
Tax adjustments | - | - | 662 | |||||||||
Subtotal of identified items | - | (1,171 | ) | 662 | ||||||||
Net income (loss) excluding identified items (a) | 2,479 | (686 | ) | 1,538 |
millions of Canadian dollars | 2023 | 2022 | 2021 | ||||||||
Net income (loss) (U.S. GAAP) | 4,889 | 7,340 | 2,479 | ||||||||
Identified items1 included in Net income (loss) | |||||||||||
Gain/(loss) on sale of assets | — | 208 | — | ||||||||
Subtotal of identified items1 | — | 208 | — | ||||||||
Net income (loss) excluding identified items1 | 4,889 | 7,132 | 2,479 |
1 non-GAAP | financial measure reconciliation. |
1 non-GAAP | financial measure reconciliation. |
Canadian dollars, unless otherwise noted | 2023 | 2022 | 2021 | ||||||||
West Texas Intermediate (US$ per barrel) | 77.60 | 94.36 | 68.05 | ||||||||
Western Canada Select (US$ per barrel) | 58.97 | 76.28 | 54.96 | ||||||||
WTI/WCS Spread (US$ per barrel) | 18.63 | 18.08 | 13.09 | ||||||||
Bitumen (per barrel) | 67.42 | 84.67 | 57.91 | ||||||||
Synthetic crude oil (per barrel) | 105.57 | 125.46 | 81.61 | ||||||||
Conventional crude oil (per barrel) | 59.30 | 97.45 | 59.84 | ||||||||
Natural gas liquids (per barrel) | — | 64.92 | 35.87 | ||||||||
Natural gas (per thousand cubic feet) | 2.58 | 5.69 | 3.83 | ||||||||
Average foreign exchange rate (US$) | 0.74 | 0.77 | 0.80 |
Canadian dollars, unless otherwise noted | 2021 | 2020 | 2019 | |||||||||
West Texas Intermediate (US$) (per barrel) | 68.05 | 39.26 | 57.03 | |||||||||
Western Canada Select (US$) (per barrel) | 54.96 | 26.87 | 44.29 | |||||||||
WTI/WCS Spread (US$) (per barrel) | 13.09 | 12.39 | 12.74 | |||||||||
Bitumen (per barrel) | 57.91 | 25.69 | 50.02 | |||||||||
Synthetic oil (per barrel) | 81.61 | 49.76 | 74.47 | |||||||||
Conventional crude oil (per barrel) | 59.84 | 29.34 | 51.81 | |||||||||
Natural gas liquids (per barrel) | 35.87 | 13.85 | �� | 22.83 | ||||||||
Natural gas (per thousand cubic feet) | 3.83 | 1.90 | 2.05 | |||||||||
Average foreign exchange rate (US$) | 0.80 | 0.75 | 0.75 |
thousands of barrels per day | 2023 | 2022 | 2021 | |||||||||||||||||
gross | net | gross | net | gross | net | |||||||||||||||
Bitumen | 326 | 283 | 316 | 263 | 326 | 292 | ||||||||||||||
Synthetic crude oil (b) | 76 | 67 | 77 | 63 | 71 | 62 | ||||||||||||||
Conventional crude oil | 5 | 5 | 8 | 8 | 10 | 9 | ||||||||||||||
Total crude oil production | 407 | 355 | 401 | 334 | 407 | 363 | ||||||||||||||
NGLs available for sale | — | — | 1 | 1 | 1 | 1 | ||||||||||||||
Total crude oil and NGL production | 407 | 355 | 402 | 335 | 408 | 364 | ||||||||||||||
Bitumen sales, including diluent (c) | 442 | 424 | 451 | |||||||||||||||||
NGL sales (d) | — | 1 | — |
millions of cubic feet per day | 2023 | 2022 | 2021 | |||||||||||||||||
gross | net | gross | net | gross | net | |||||||||||||||
Production (e) (f) | 33 | 32 | 85 | 83 | 120 | 115 | ||||||||||||||
Production available for sale (g) | 11 | 50 | 81 | |||||||||||||||||
(a)Volume per day metrics are calculated by dividing the volume for the period by the number of calendar days in the period. Gross production is the company’s share of production (excluding purchases) before deduction of the mineral owners’ or governments’ share or both. (b)The company’s synthetic crude oil production volumes were from the company’s share of production volumes in the Syncrude joint venture and include immaterial amounts of bitumen and other products exported to the operator's facilities using an existing interconnect pipeline. (c)Diluent is natural gas condensate or other light hydrocarbons added to crude bitumen to facilitate transportation to market by pipeline and rail. (d)2021 NGL sales round to 0. (e)Gross production of natural gas includes amounts used for internal consumption with the exception of the amounts re-injected. (f)Net production is gross production less the mineral owners’ or governments’ share or both. Net production reported in the above table is consistent with production quantities in the net proved reserves disclosure. (g)Includes sales of the company’s share of net production and excludes amounts used for internal consumption. |
Crude oil and natural gas liquids (NGL) - production and sales (a) | ||||||||||||||||||||||||
thousands of barrels per day | 2021 | 2020 | 2019 | |||||||||||||||||||||
gross | net | gross | net | gross | net | |||||||||||||||||||
Bitumen | 326 | 292 | 290 | 279 | 285 | 254 | ||||||||||||||||||
Synthetic oil (b) | 71 | 62 | 69 | 68 | 73 | 65 | ||||||||||||||||||
Conventional crude oil | 10 | 9 | 11 | 10 | 14 | 13 | ||||||||||||||||||
Total crude oil production | 407 | 363 | 370 | 357 | 372 | 332 | ||||||||||||||||||
NGLs available for sale | 1 | 1 | 2 | 2 | 2 | 1 | ||||||||||||||||||
Total crude oil and NGL production | 408 | 364 | 372 | 359 | 374 | 333 | ||||||||||||||||||
Bitumen sales, including diluent (c) | 451 | 401 | 387 | |||||||||||||||||||||
NGL sales (d) | - | 2 | 6 | |||||||||||||||||||||
Natural gas - production and production available for sale (a) | ||||||||||||||||||||||||
millions of cubic feet per day | 2021 | 2020 | 2019 | |||||||||||||||||||||
gross | net | gross | net | gross | net | |||||||||||||||||||
Production (e) (f) | 120 | 115 | 154 | 150 | 145 | 144 | ||||||||||||||||||
Production available for sale (g) | 81 | 115 | 108 |
thousands of barrels per day (a) | 2023 | 2022 | 2021 | ||||||||
Total refinery throughput (b) | 407 | 418 | 379 | ||||||||
Rated capacity at December 31 (c) | 433 | 433 | 428 | ||||||||
Utilization of total refinery capacity (percent) | 94 | 98 | 89 | ||||||||
(a)Volume per day metrics are calculated by dividing the volume for the period by the number of calendar days in the period. (b)Refinery throughput is the volume of crude oil and feedstocks that is processed in the refinery atmospheric distillation units. (c)Refining capacity data is based on 100 percent of rated refinery process unit stream-day capacities to process inputs to atmospheric distillation units under normal operating conditions, less the impact of shutdowns for regular repair and maintenance activities, averaged over an extended period of time. |
Refinery utilization | ||||||||||||
thousands of barrels per day (a) | 2021 | 2020 | 2019 | |||||||||
Total refinery throughput (b) | 379 | 340 | 353 | |||||||||
Rated capacity at December 31 (c) | 428 | 428 | 423 | |||||||||
Utilization of total refinery capacity (percent) | 89 | 80 | 83 |
thousands of barrels per day (a) | 2023 | 2022 | 2021 | ||||||||
Gasolines | 228 | 229 | 224 | ||||||||
Heating, diesel and jet fuels | 176 | 176 | 160 | ||||||||
Lube oils and other products | 43 | 47 | 45 | ||||||||
Heavy fuel oils | 24 | 23 | 27 | ||||||||
Net petroleum product sales | 471 | 475 | 456 | ||||||||
(a)Volume per day metrics are calculated by dividing the volume for the period by the number of calendar days in the period. |
Petroleum product sales | ||||||||||||
thousands of barrels per day (a) | 2021 | 2020 | 2019 | |||||||||
Gasolines | 224 | 215 | 249 | |||||||||
Heating, diesel and jet fuels | 160 | 146 | 167 | |||||||||
Heavy fuel oils | 27 | 20 | 21 | |||||||||
Lube oils and other products | 45 | 40 | 38 | |||||||||
Net petroleum product sales | 456 | 421 | 475 | |||||||||
(a) Volume per day metrics are calculated by dividing the volume for the period by the number of calendar days in the period. |
thousands of tonnes | 2023 | 2022 | 2021 | ||||||||
Total petrochemical sales | 820 | 842 | 831 |
Sales | ||||||||||||
thousands of tonnes | 2021 | 2020 | 2019 | |||||||||
Polymers and basic chemicals | 599 | 574 | 575 | |||||||||
Intermediate and others | 232 | 175 | 157 | |||||||||
Total petrochemical sales | 831 | 749 | 732 |
millions of Canadian dollars | 2023 | 2022 | 2021 | ||||||||
Net income (loss) | (88) | (131) | (172) |
millions of Canadian dollars | 2021 | 2020 | 2019 | |||||||||
Net income (loss) | (172 | ) | (170 | ) | (217 | ) |
millions of Canadian dollars | 2023 | 2022 | 2021 | ||||||||
Cash flows from (used in): | |||||||||||
Operating activities | 3,734 | 10,482 | 5,476 | ||||||||
Investing activities | (1,694) | (618) | (1,012) | ||||||||
Financing activities | (4,925) | (8,268) | (3,082) | ||||||||
Increase (decrease) in cash and cash equivalents | (2,885) | 1,596 | 1,382 | ||||||||
Cash and cash equivalents at end of year | 864 | 3,749 | 2,153 |
millions of Canadian dollars | 2021 | 2020 | 2019 | |||||||||
Cash provided by (used in) | ||||||||||||
Operating activities | 5,476 | 798 | 4,429 | |||||||||
Investing activities | (1,012 | ) | (802 | ) | (1,704 | ) | ||||||
Financing activities | (3,082 | ) | (943 | ) | (1,995 | ) | ||||||
Increase (decrease) in cash and cash equivalents | 1,382 | (947 | ) | 730 | ||||||||
Cash and cash equivalents at end of year | 2,153 | 771 | 1,718 |
Share repurchases | ||||||||||||
millions of Canadian dollars, unless noted | 2021 | 2020 | 2019 | |||||||||
Share repurchases | 2,245 | 274 | 1,373 | |||||||||
Number of shares purchased (millions) (a) | 56.0 | 9.8 | 38.7 |
millions of Canadian dollars, unless noted | 2023 | 2022 | 2021 | ||||||||
Share repurchases (a) | 3,800 | 6,395 | 2,245 | ||||||||
Number of shares purchased (millions) (a) | 48.3 | 93.9 | 56.0 | ||||||||
(a)Share repurchases were made under the company's normal course issuer bid program for the periods disclosed. Substantial issuer bids were undertaken and commenced on May 6, 2022 (expired on June 10, 2022), November 4, 2022 (expired on December 9, 2022), and November 3, 2023 (expired on December 8, 2023). Includes shares purchased from Exxon Mobil Corporation concurrent with, but outside of, the normal course issuer bid, and by way of a proportionate tender under the company's substantial issuer bids. |
Dividends | ||||||||||||
millions of Canadian dollars, unless noted | 2021 | 2020 | 2019 | |||||||||
Dividends paid | 706 | 649 | 631 | |||||||||
Per share dividend paid (dollars) | 0.98 | 0.88 | 0.82 |
millions of Canadian dollars, unless noted | 2023 | 2022 | 2021 | ||||||||
Dividends paid | 1,103 | 851 | 706 | ||||||||
Per share dividend paid (dollars) | 1.88 | 1.29 | 0.98 |
percent | ||||||||||||
At December 31 | 2021 | 2020 | 2019 | |||||||||
Debt to capital (a) | 19 | 19 | 18 |
percent | |||||||||||
At December 31 | 2023 | 2022 | 2021 | ||||||||
Debt to capital (a) | 16 | 16 | 19 | ||||||||
(a)Debt, defined as the sum of “Notes and loans payable” and “Long-term debt” on the Consolidated balance sheet, divided by capital, defined as the sum of debt and “Total shareholders’ equity” on the Consolidated balance sheet. |
millions of Canadian dollars | 2021 | 2020 | ||||||
Upstream (a) | 632 | 561 | ||||||
Downstream | 476 | 251 | ||||||
Chemical | 8 | 21 | ||||||
Corporate and other | 24 | 41 | ||||||
Total | 1,140 | 874 |
millions of Canadian dollars | 2023 | 2022 | ||||||
Upstream (a) | 1,108 | 1,128 | ||||||
Downstream | 472 | 295 | ||||||
Chemical | 23 | 10 | ||||||
Corporate and other | 175 | 57 | ||||||
Total | 1,778 | 1,490 | ||||||
(a)Exploration expenses included. |
millions of Canadian dollars, after-tax | ||||||||||||||
One dollar (U.S.) per barrel increase (decrease) in crude oil prices | + (-) | 105 | ||||||||||||
One dollar (U.S.) per barrel increase (decrease) in refining 2-1-1 | + (-) | 140 | ||||||||||||
One cent decrease (increase) in the value of the Canadian dollar versus the U.S. dollar | + (-) | 170 | ||||||||||||
(a) | Each sensitivity calculation shows the annual impact on net income resulting from a change in one factor, after tax and royalties, and holding all other factors constant. These sensitivities have been updated to reflect current market conditions. They may not apply proportionately to larger fluctuations. |
(b) |
The 2-1-1 |
/s/ Bradley W. Corson | ||
Bradley W. Corson | ||
Chairman, president and chief executive officer | ||
(Principal executive officer) |
/s/ Daniel E. Lyons | ||
Daniel E. Lyons | ||
Senior vice-president, finance and administration, and controller | ||
(Principal accounting officer and principal financial officer) | ||
February |
millions of Canadian dollars | |||||||||||
For the years ended December 31 | 2023 | 2022 | 2021 | ||||||||
Revenues and other income | |||||||||||
Revenues (a) | 50,702 | 59,413 | 37,508 | ||||||||
Investment and other income (note 8, 18) | 267 | 257 | 82 | ||||||||
Total revenues and other income | 50,969 | 59,670 | 37,590 | ||||||||
Expenses | |||||||||||
Exploration (note 15) | 5 | 5 | 32 | ||||||||
Purchases of crude oil and products (b) | 32,399 | 37,742 | 23,174 | ||||||||
Production and manufacturing (c) | 6,879 | 7,404 | 6,316 | ||||||||
Selling and general (c) | 857 | 882 | 784 | ||||||||
Federal excise tax and fuel charge | 2,402 | 2,179 | 1,928 | ||||||||
Depreciation and depletion | 1,907 | 1,897 | 1,977 | ||||||||
Non-service pension and postretirement benefit | 82 | 17 | 42 | ||||||||
Financing (d) (note 12) | 69 | 60 | 54 | ||||||||
Total expenses | 44,600 | 50,186 | 34,307 | ||||||||
Income (loss) before income taxes | 6,369 | 9,484 | 3,283 | ||||||||
Income taxes (note 3) | 1,480 | 2,144 | 804 | ||||||||
Net income (loss) | 4,889 | 7,340 | 2,479 | ||||||||
Per share information (Canadian dollars) | |||||||||||
Net income (loss) per common share - basic (note 10) | 8.51 | 11.47 | 3.48 | ||||||||
Net income (loss) per common share - diluted (note 10) | 8.49 | 11.44 | 3.48 | ||||||||
(a) Amounts from related parties included in revenues (note 16). | 13,544 | 17,042 | 8,777 | ||||||||
(b) Amounts to related parties included in purchases of crude oil and products (note 16). | 4,125 | 3,795 | 2,737 | ||||||||
(c) Amounts to related parties included in production and manufacturing, and selling and general expenses (note 16). | 473 | 460 | 420 | ||||||||
(d) Amounts to related parties included in financing (note 16). | 169 | 78 | 28 | ||||||||
The information in the notes to consolidated financial statements is an integral part of these statements. |
millions of Canadian dollars | ||||||||||||||
For the years ended December 31 | 2021 | 2020 | 2019 | |||||||||||
Revenues and other income | ||||||||||||||
Revenues (a) | 37,508 | 22,284 | 34,002 | |||||||||||
Investment and other income (note 8) | 82 | 104 | 99 | |||||||||||
Total revenues and other income | 37,590 | 22,388 | 34,101 | |||||||||||
Expenses | ||||||||||||||
Exploration (note 15) | 32 | 13 | 47 | |||||||||||
Purchases of crude oil and products (b) | 23,174 | 13,293 | 20,946 | |||||||||||
Production and manufacturing (c) (note 11) | 6,316 | 5,535 | 6,520 | |||||||||||
Selling and general (c) | 784 | 741 | 900 | |||||||||||
Federal excise tax and fuel charge | �� | 1,928 | 1,736 | 1,808 | ||||||||||
Depreciation and depletion (includes impairments) (note 2, 11) | 1,977 | 3,293 | 1,598 | |||||||||||
Non-service pension and postretirement benefit | 42 | 121 | 143 | |||||||||||
Financing (d) (note 12) | 54 | 64 | 93 | |||||||||||
Total expenses | 34,307 | 24,796 | 32,055 | |||||||||||
Income (loss) before income taxes | 3,283 | (2,408 | ) | 2,046 | ||||||||||
Income taxes (note 3) | 804 | (551 | ) | (154 | ) | |||||||||
Net income (loss) | 2,479 | (1,857 | ) | 2,200 | ||||||||||
Per share information (Canadian dollars) | ||||||||||||||
Net income (loss) per common share - basic (note 10) | 3.48 | (2.53 | ) | 2.88 | ||||||||||
Net income (loss) per common share - diluted (note 10) | 3.48 | (2.53 | ) | 2.88 | ||||||||||
(a) | Amounts from related parties included in revenues, (note 16). | 8,777 | 5,107 | 8,569 | ||||||||||
(b) | Amounts to related parties included in purchases of crude oil and products, (note 16). | 2,737 | 2,484 | 3,305 | ||||||||||
(c) | Amounts to related parties included in production and manufacturing, and selling and general expenses, (note 16). | 420 | 579 | 628 | ||||||||||
(d) | Amounts to related parties included in financing, (note 16). | 28 | 61 | 98 |
millions of Canadian dollars | |||||||||||
For the years ended December 31 | 2023 | 2022 | 2021 | ||||||||
Net income (loss) | 4,889 | 7,340 | 2,479 | ||||||||
Other comprehensive income (loss), net of income taxes | |||||||||||
Postretirement benefits liability adjustment (excluding amortization) | (206) | 582 | 679 | ||||||||
Amortization of postretirement benefits liability adjustment included in net benefit costs | 41 | 83 | 133 | ||||||||
Total other comprehensive income (loss) | (165) | 665 | 812 | ||||||||
Comprehensive income (loss) | 4,724 | 8,005 | 3,291 | ||||||||
The information in the notes to consolidated financial statements is an integral part of these statements. |
millions of Canadian dollars | ||||||||
At December 31 | 2023 | 2022 | ||||||
Assets | ||||||||
Current assets | ||||||||
Cash and cash equivalents | 864 | 3,749 | ||||||
Accounts receivable - net (a) | 4,482 | 4,719 | ||||||
Inventories of crude oil and products (note 11) | 1,944 | 1,514 | ||||||
Materials, supplies and prepaid expenses | 1,008 | 754 | ||||||
Total current assets | 8,298 | 10,736 | ||||||
Investments and long-term receivables (b) | 1,062 | 893 | ||||||
Property, plant and equipment, | ||||||||
less accumulated depreciation and depletion (note 18) | 30,835 | 30,506 | ||||||
Goodwill | 166 | 166 | ||||||
Other assets, including intangibles - net | 838 | 1,223 | ||||||
Total assets | 41,199 | 43,524 | ||||||
Liabilities | ||||||||
Current liabilities | ||||||||
Notes and loans payable (note 12) | 121 | 122 | ||||||
Accounts payable and accrued liabilities (a) (note 11) | 6,231 | 6,194 | ||||||
Income taxes payable | 251 | 2,582 | ||||||
Total current liabilities | 6,603 | 8,898 | ||||||
Long-term debt (c) (note 14) | 4,011 | 4,033 | ||||||
Other long-term obligations (note 5) | 3,851 | 3,467 | ||||||
Deferred income tax liabilities (note 3) | 4,512 | 4,713 | ||||||
Total liabilities | 18,977 | 21,111 | ||||||
Commitments and contingent liabilities (note 9) | ||||||||
Shareholders’ equity | ||||||||
Common shares at stated value (d) (note 10) | 992 | 1,079 | ||||||
Earnings reinvested | 21,907 | 21,846 | ||||||
Accumulated other comprehensive income (loss) (note 17) | (677) | (512) | ||||||
Total shareholders’ equity | 22,222 | 22,413 | ||||||
Total liabilities and shareholders’ equity | 41,199 | 43,524 | ||||||
(a) Accounts receivable - net included net amounts receivable from related parties (note 16). | 1,048 | 1,108 | ||||||
(b) Investments and long-term receivables included amounts from related parties (note 16). | 283 | 288 | ||||||
(c) Long-term debt included amounts to related parties (note 16). | 3,447 | 3,447 | ||||||
(d) Number of common shares authorized (millions) (note 10). | 1,100 | 1,100 | ||||||
Number of common shares outstanding (millions) (note 10). | 536 | 584 | ||||||
The information in the notes to consolidated financial statements is an integral part of these statements. |
/s/ Bradley W. Corson | /s/ Daniel E. Lyons | ||||
Bradley W. Corson | Daniel E. Lyons | ||||
Chairman, president and | Senior vice-president | ||||
chief executive officer | finance and administration, and controller |
millions of Canadian dollars | |||||||||||
At December 31 | 2023 | 2022 | 2021 | ||||||||
Common shares at stated value (note 10) | |||||||||||
At beginning of year | 1,079 | 1,252 | 1,357 | ||||||||
Share purchases at stated value | (87) | (173) | (105) | ||||||||
At end of year | 992 | 1,079 | 1,252 | ||||||||
Earnings reinvested | |||||||||||
At beginning of year | 21,846 | 21,660 | 22,050 | ||||||||
Net income (loss) for the year | 4,889 | 7,340 | 2,479 | ||||||||
Share purchases in excess of stated value | (3,713) | (6,222) | (2,140) | ||||||||
Dividends declared | (1,115) | (932) | (729) | ||||||||
At end of year | 21,907 | 21,846 | 21,660 | ||||||||
Accumulated other comprehensive income (loss) (note 17) | |||||||||||
At beginning of year | (512) | (1,177) | (1,989) | ||||||||
Other comprehensive income (loss) | (165) | 665 | 812 | ||||||||
At end of year | (677) | (512) | (1,177) | ||||||||
Shareholders’ equity at end of year | 22,222 | 22,413 | 21,735 | ||||||||
The information in the notes to consolidated financial statements is an integral part of these statements. |
millions of Canadian dollars | |||||||||||
For the years ended December 31 | 2023 | 2022 | 2021 | ||||||||
Operating activities | |||||||||||
Net income (loss) | 4,889 | 7,340 | 2,479 | ||||||||
Adjustments for non-cash items: | |||||||||||
Depreciation and depletion | 1,907 | 1,897 | 1,977 | ||||||||
(Gain) loss on asset sales (note 8, 18) | (73) | (158) | (49) | ||||||||
Deferred income taxes and other | (85) | (77) | 91 | ||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable | 237 | (862) | (1,950) | ||||||||
Inventories, materials, supplies and prepaid expenses | (688) | (477) | 45 | ||||||||
Income taxes payable | (2,331) | 1,876 | 248 | ||||||||
Accounts payable and accrued liabilities | 81 | 948 | 2,020 | ||||||||
All other items - net (b) | (203) | (5) | 615 | ||||||||
Cash flows from (used in) operating activities | 3,734 | 10,482 | 5,476 | ||||||||
Investing activities | |||||||||||
Additions to property, plant and equipment | (1,785) | (1,526) | (1,108) | ||||||||
Proceeds from asset sales (note 8, 18) | 86 | 904 | 81 | ||||||||
Additional investments | — | (6) | — | ||||||||
Loans to equity companies - net | 5 | 10 | 15 | ||||||||
Cash flows from (used in) investing activities | (1,694) | (618) | (1,012) | ||||||||
Financing activities | |||||||||||
Short-term debt - net (note 12) | — | — | (111) | ||||||||
Long-term debt - reduction (note 14) | — | (1,000) | — | ||||||||
Finance lease obligations - reduction (note 14) | (22) | (22) | (20) | ||||||||
Dividends paid | (1,103) | (851) | (706) | ||||||||
Common shares purchased (note 10) | (3,800) | (6,395) | (2,245) | ||||||||
Cash flows from (used in) financing activities | (4,925) | (8,268) | (3,082) | ||||||||
Increase (decrease) in cash and cash equivalents | (2,885) | 1,596 | 1,382 | ||||||||
Cash and cash equivalents at beginning of year | 3,749 | 2,153 | 771 | ||||||||
Cash and cash equivalents at end of year (a) | 864 | 3,749 | 2,153 | ||||||||
(a) Cash is composed of cash in bank and cash equivalents at cost. Cash equivalents are all highly liquid securities with maturity of three months or less. | |||||||||||
(b) Included contributions to registered pension plans. | (148) | (174) | (164) | ||||||||
Income taxes (paid) refunded. | (4,153) | (374) | 58 | ||||||||
Interest (paid), net of capitalization. | (69) | (60) | (43) |
millions of Canadian dollars | ||||||||||||
For the years ended December 31 | 2021 | 2020 | 2019 | |||||||||
Net income (loss) | 2,479 | (1,857 | ) | 2,200 | ||||||||
Other comprehensive income (loss), net of income taxes | ||||||||||||
Postretirement benefits liability adjustment (excluding amortization) | 679 | (212 | ) | (505 | ) | |||||||
Amortization of postretirement benefits liability adjustment included in net periodic benefit costs | 133 | 134 | 111 | |||||||||
Total other comprehensive income (loss) | 812 | (78 | ) | (394 | ) | |||||||
Comprehensive income (loss) | 3,291 | (1,935 | ) | 1,806 |
millions of Canadian dollars | ||||||||
At December 31 | 2021 | 2020 | ||||||
Assets | ||||||||
Current assets | ||||||||
Cash | 2,153 | 771 | ||||||
Accounts receivable - net (a) | 3,869 | 1,919 | ||||||
Inventories of crude oil and products (note 11) | 1,102 | 1,161 | ||||||
Materials, supplies and prepaid expenses | 689 | 673 | ||||||
Total current assets | 7,813 | 4,524 | ||||||
Investments and long-term receivables (b) | 757 | 781 | ||||||
Property, plant and equipment, | ||||||||
less accumulated depreciation and depletion | 31,240 | 32,034 | ||||||
Goodwill (note 11) | 166 | 166 | ||||||
Other assets, including intangibles - net | 806 | 526 | ||||||
Total assets | 40,782 | 38,031 | ||||||
Liabilities | ||||||||
Current liabilities | ||||||||
Notes and loans payable (c) (note 12) | 122 | 227 | ||||||
Accounts payable and accrued liabilities (a) (note 11) | 5,184 | 3,153 | ||||||
Income taxes payable | 248 | 0 | ||||||
Total current liabilities | 5,554 | 3,380 | ||||||
Long-term debt (d) (note 14) | 5,054 | 4,957 | ||||||
Other long-term obligations (note 5) | 3,897 | 4,100 | ||||||
Deferred income tax liabilities (note 3) | 4,542 | 4,176 | ||||||
Total liabilities | 19,047 | 16,613 | ||||||
Commitments and contingent liabilities (note 9) | 0 | 0 | ||||||
Shareholders’ equity | ||||||||
Common shares at stated value (e) (note 10) | 1,252 | 1,357 | ||||||
Earnings reinvested | 21,660 | 22,050 | ||||||
Accumulated other comprehensive income (loss) (note 17) | (1,177 | ) | (1,989 | ) | ||||
Total shareholders’ equity | 21,735 | 21,418 | ||||||
Total liabilities and shareholders’ equity | 40,782 | 38,031 |
millions of Canadian dollars | ||||||||||||
At December 31 | 2021 | 2020 | 2019 | |||||||||
Common shares at stated value (note 10) | ||||||||||||
At beginning of year | 1,357 | 1,375 | 1,446 | |||||||||
Share purchases at stated value | (105) | (18) | (71) | |||||||||
At end of year | 1,252 | 1,357 | 1,375 | |||||||||
Earnings reinvested | ||||||||||||
At beginning of year | 22,050 | 24,812 | 24,560 | |||||||||
Net income (loss) for the year | 2,479 | (1,857) | 2,200 | |||||||||
Share purchases in excess of stated value | (2,140) | (256) | (1,302) | |||||||||
Dividends declared | (729) | (647) | (646) | |||||||||
Cumulative effect of accounting change | 0 | (2) | 0 | |||||||||
At end of year | 21,660 | 22,050 | 24,812 | |||||||||
Accumulated other comprehensive income (loss) (note 17) | ||||||||||||
At beginning of year | (1,989) | (1,911) | (1,517) | |||||||||
Other comprehensive income (loss) | 812 | (78) | (394) | |||||||||
At end of year | (1,177) | (1,989) | (1,911) | |||||||||
Shareholders’ equity at end of year | 21,735 | 21,418 | 24,276 |
millions of Canadian dollars | ||||||||||||
Inflow (outflow) | ||||||||||||
For the years ended December 31 | 2021 | 2020 | 2019 | |||||||||
Operating activities | ||||||||||||
Net income (loss) | 2,479 | (1,857 | ) | 2,200 | ||||||||
Adjustments for non-cash items: | ||||||||||||
Depreciation and depletion (includes impairments) (note 2) | 1,977 | 3,273 | 1,598 | |||||||||
Impairment of intangible assets (note 11) | - | 20 | 0 | |||||||||
(Gain) loss on asset sales (note 8) | (49 | ) | (35 | ) | (46 | ) | ||||||
Deferred income taxes and other | 91 | (521 | ) | (237 | ) | |||||||
Changes in operating assets and liabilities: | ||||||||||||
Accounts receivable | (1,950 | ) | 780 | (170 | ) | |||||||
Inventories, materials, supplies and prepaid expenses | 45 | 78 | (74 | ) | ||||||||
Income taxes payable | 248 | (106 | ) | 41 | ||||||||
Accounts payable and accrued liabilities | 2,020 | (1,087 | ) | 1,010 | ||||||||
All other items - net (b) | 615 | 253 | 107 | |||||||||
Cash flows from (used in) operating activities | 5,476 | 798 | 4,429 | |||||||||
Investing activities | ||||||||||||
Additions to property, plant and equipment | (1,108 | ) | (868 | ) | (1,636 | ) | ||||||
Proceeds from asset sales (note 8) | 81 | 82 | 82 | |||||||||
Loans to equity companies - net | 15 | (16 | ) | (150 | ) | |||||||
Cash flows from (used in) investing activities | (1,012 | ) | (802 | ) | (1,704 | ) | ||||||
Financing activities | ||||||||||||
Short-term debt - net (note 12) | (111 | ) | 0 | 36 | ||||||||
Reduction in finance lease obligations (note 14) | (20 | ) | (20 | ) | (27 | ) | ||||||
Dividends paid | (706 | ) | (649 | ) | (631 | ) | ||||||
Common shares purchased (note 10) | (2,245 | ) | (274 | ) | (1,373 | ) | ||||||
Cash flows from (used in) financing activities | (3,082 | ) | (943 | ) | (1,995 | ) | ||||||
Increase (decrease) in cash | 1,382 | (947 | ) | 730 | ||||||||
Cash at beginning of year | 771 | 1,718 | 988 | |||||||||
Cash at end of year (a) | 2,153 | 771 | 1,718 | |||||||||
(a) Cash is composed of cash in bank and cash equivalents at cost. Cash equivalents are all highly liquid securities with maturity of three months or less when purchased. | ||||||||||||
(b) Included contributions to registered pension plans. | (164 | ) | (195 | ) | (211 | ) | ||||||
Income taxes (paid) refunded. | 58 | (42 | ) | 145 | ||||||||
Interest (paid), net of capitalization. | (43 | ) | (62 | ) | (91 | ) |
Upstream | Downstream | Chemical | ||||||||||||||||||||||||||||||||||
millions of Canadian dollars | 2021 | 2020 | 2019 | 2021 | 2020 | 2019 | 2021 | 2020 | 2019 | |||||||||||||||||||||||||||
Revenues and other income | ||||||||||||||||||||||||||||||||||||
Revenues (a) | 5,863 | 6,263 | 9,479 | 30,207 | 15,178 | 23,591 | 1,438 | 843 | 932 | |||||||||||||||||||||||||||
Intersegment sales (b) | 9,956 | 2,527 | 3,763 | 4,520 | 1,480 | 1,597 | 319 | 165 | 229 | |||||||||||||||||||||||||||
Investment and other income (note 8) | 12 | 7 | 17 | 59 | 78 | 47 | 1 | - | - | |||||||||||||||||||||||||||
15,831 | 8,797 | 13,259 | 34,786 | 16,736 | 25,235 | 1,758 | 1,008 | 1,161 | ||||||||||||||||||||||||||||
Expenses | ||||||||||||||||||||||||||||||||||||
Exploration (note 15) | 32 | 13 | 47 | 0 | - | - | 0 | - | - | |||||||||||||||||||||||||||
Purchases of crude oil and products (b) (note 11) | 7,492 | 4,834 | 6,528 | 29,505 | 12,047 | 19,332 | 966 | 579 | 667 | |||||||||||||||||||||||||||
Production and manufacturing (note 11) | 4,661 | 3,852 | 4,440 | 1,445 | 1,468 | 1,829 | 210 | 215 | 251 | |||||||||||||||||||||||||||
Selling and general | 0 | - | - | 572 | 619 | 774 | 90 | 92 | 86 | |||||||||||||||||||||||||||
Federal excise tax and fuel charge | 0 | - | - | 1,928 | 1,736 | 1,808 | 0 | - | - | |||||||||||||||||||||||||||
Depreciation and depletion (c) (note 11) | 1,775 | 3,084 | 1,374 | 158 | 166 | 186 | 18 | 19 | 16 | |||||||||||||||||||||||||||
Non-service pension and postretirement benefit | 0 | - | - | 0 | - | - | 0 | - | - | |||||||||||||||||||||||||||
Financing (note 12) | 15 | 3 | 3 | 0 | - | - | 0 | - | - | |||||||||||||||||||||||||||
Total expenses | 13,975 | 11,786 | 12,392 | 33,608 | 16,036 | 23,929 | 1,284 | 905 | 1,020 | |||||||||||||||||||||||||||
Income (loss) before income taxes (note 11) | 1,856 | (2,989 | ) | 867 | 1,178 | 700 | 1,306 | 474 | 103 | 141 | ||||||||||||||||||||||||||
Income tax expense (benefit) (d) (note 3) | 461 | (671 | ) | (481 | ) | 283 | 147 | 345 | 113 | 25 | 33 | |||||||||||||||||||||||||
Net income (loss) (note 11) | 1,395 | (2,318 | ) | 1,348 | 895 | 553 | 961 | 361 | 78 | 108 | ||||||||||||||||||||||||||
Cash flows from (used in) operating activities (b) | 4,913 | 286 | 2,423 | 179 | 470 | 1,965 | 421 | 114 | 172 | |||||||||||||||||||||||||||
Capital and exploration expenditures (e) | 632 | 561 | 1,248 | 476 | 251 | 484 | 8 | 21 | 34 | |||||||||||||||||||||||||||
Property, plant and equipment | ||||||||||||||||||||||||||||||||||||
Cost | 48,200 | 47,693 | 47,050 | 6,772 | 6,321 | 6,123 | 984 | 975 | 954 | |||||||||||||||||||||||||||
Accumulated depreciation and depletion | (20,389 | ) | (18,786 | ) | (15,889 | ) | (4,096 | ) | (3,962 | ) | (3,830 | ) | (721 | ) | (699 | ) | (680 | ) | ||||||||||||||||||
Net property, plant and equipment (f) | 27,811 | 28,907 | 31,161 | 2,676 | 2,359 | 2,293 | 263 | 276 | 274 | |||||||||||||||||||||||||||
Total assets (b) (g) (h) | 29,416 | 31,835 | 34,554 | 7,945 | 4,554 | 5,179 | 474 | 408 | 416 | |||||||||||||||||||||||||||
Corporate and other | Eliminations | Consolidated | ||||||||||||||||||||||||||||||||||
millions of Canadian dollars | 2021 | 2020 | 2019 | 2021 | 2020 | 2019 | 2021 | 2020 | 2019 | |||||||||||||||||||||||||||
Revenues and other income | ||||||||||||||||||||||||||||||||||||
Revenues (a) | 0 | - | - | 0 | - | - | 37,508 | 22,284 | 34,002 | |||||||||||||||||||||||||||
Intersegment sales (b) | 0 | - | - | (14,795 | ) | (4,172 | ) | (5,589 | ) | 0 | - | - | ||||||||||||||||||||||||
Investment and other income (note 8) | 10 | 19 | 35 | 0 | - | - | 82 | 104 | 99 | |||||||||||||||||||||||||||
10 | 19 | 35 | (14,795 | ) | (4,172 | ) | (5,589 | ) | 37,590 | 22,388 | 34,101 | |||||||||||||||||||||||||
Expenses | ||||||||||||||||||||||||||||||||||||
Exploration (note 15) | 0 | - | - | 0 | - | - | 32 | 13 | 47 | |||||||||||||||||||||||||||
Purchases of crude oil and products (b) (note 11) | 0 | - | - | (14,789 | ) | (4,167 | ) | (5,581 | ) | 23,174 | 13,293 | 20,946 | ||||||||||||||||||||||||
Production and manufacturing (note 11) | 0 | - | - | 0 | - | - | 6,316 | 5,535 | 6,520 | |||||||||||||||||||||||||||
Selling and general | 128 | 35 | 48 | (6 | ) | (5 | ) | (8 | ) | 784 | 741 | 900 | ||||||||||||||||||||||||
Federal excise tax and fuel charge | 0 | - | - | 0 | - | - | 1,928 | 1,736 | 1,808 | |||||||||||||||||||||||||||
Depreciation and depletion (c) (note 11) | 26 | 24 | 22 | 0 | - | - | 1,977 | 3,293 | 1,598 | |||||||||||||||||||||||||||
Non-service pension and postretirement benefit | 42 | 121 | 143 | 0 | - | - | 42 | 121 | 143 | |||||||||||||||||||||||||||
Financing (note 12) | 39 | 61 | 90 | 0 | - | - | 54 | 64 | 93 | |||||||||||||||||||||||||||
Total expenses | 235 | 241 | 303 | (14,795 | ) | (4,172 | ) | (5,589 | ) | 34,307 | 24,796 | 32,055 | ||||||||||||||||||||||||
Income (loss) before income taxes (note 11) | (225 | ) | (222 | ) | (268 | ) | 0 | - | - | 3,283 | (2,408 | ) | 2,046 | |||||||||||||||||||||||
Income tax expense (benefit) (d) (note 3) | (53 | ) | (52 | ) | (51 | ) | 0 | - | - | 804 | (551 | ) | (154 | ) | ||||||||||||||||||||||
Net income (loss) (note 11) | (172 | ) | (170 | ) | (217 | ) | 0 | - | - | 2,479 | (1,857 | ) | 2,200 | |||||||||||||||||||||||
Cash flows from (used in) operating activities (b) | (47 | ) | (64 | ) | (124 | ) | 10 | (8 | ) | (7 | ) | 5,476 | 798 | 4,429 | ||||||||||||||||||||||
Capital and exploration expenditures (e) | 24 | 41 | 48 | 0 | - | - | 1,140 | 874 | 1,814 | |||||||||||||||||||||||||||
Property, plant and equipment | ||||||||||||||||||||||||||||||||||||
Cost | 806 | 782 | 741 | 0 | - | - | 56,762 | 55,771 | 54,868 | |||||||||||||||||||||||||||
Accumulated depreciation and depletion | (316 | ) | (290 | ) | (266 | ) | 0 | - | - | (25,522 | ) | (23,737 | ) | (20,665 | ) | |||||||||||||||||||||
Net property, plant and equipment (f) | 490 | 492 | 475 | 0 | - | - | 31,240 | 32,034 | 34,203 | |||||||||||||||||||||||||||
Total assets (b) (g) (h) | 3,196 | 1,632 | 2,536 | (249 | ) | (398 | ) | (498 | ) | 40,782 | 38,031 | 42,187 |
Upstream | Downstream | Chemical | ||||||||||||||||||||||||||||||
millions of Canadian dollars | 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | |||||||||||||||||||||||
Revenues and other income | ||||||||||||||||||||||||||||||||
Revenues (a) (b) | 222 | 494 | 5,863 | 49,241 | 57,466 | 30,207 | 1,239 | 1,453 | 1,438 | |||||||||||||||||||||||
Intersegment sales (c) | 16,274 | 19,135 | 9,956 | 6,509 | 7,476 | 4,520 | 342 | 523 | 319 | |||||||||||||||||||||||
Investment and other income (note 8, 18) | 16 | 135 | 12 | 108 | 43 | 59 | — | — | 1 | |||||||||||||||||||||||
16,512 | 19,764 | 15,831 | 55,858 | 64,985 | 34,786 | 1,581 | 1,976 | 1,758 | ||||||||||||||||||||||||
Expenses | ||||||||||||||||||||||||||||||||
Exploration (note 15) | 5 | 5 | 32 | — | — | — | — | — | — | |||||||||||||||||||||||
Purchases of crude oil and products (c) (note 11) | 6,636 | 7,971 | 7,492 | 47,886 | 55,569 | 29,505 | 997 | 1,330 | 966 | |||||||||||||||||||||||
Production and manufacturing | 4,917 | 5,491 | 4,661 | 1,702 | 1,640 | 1,445 | 260 | 273 | 210 | |||||||||||||||||||||||
Selling and general | — | — | — | 693 | 653 | 572 | 89 | 85 | 90 | |||||||||||||||||||||||
Federal excise tax and fuel charge | — | — | — | 2,399 | 2,177 | 1,928 | 3 | 2 | — | |||||||||||||||||||||||
Depreciation and depletion | 1,680 | 1,673 | 1,775 | 183 | 179 | 158 | 15 | 18 | 18 | |||||||||||||||||||||||
Non-service pension and postretirement benefit | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||
Financing (note 12) | 7 | 5 | 15 | — | 1 | — | — | — | — | |||||||||||||||||||||||
Total expenses | 13,245 | 15,145 | 13,975 | 52,863 | 60,219 | 33,608 | 1,364 | 1,708 | 1,284 | |||||||||||||||||||||||
Income (loss) before income taxes (note 11) | 3,267 | 4,619 | 1,856 | 2,995 | 4,766 | 1,178 | 217 | 268 | 474 | |||||||||||||||||||||||
Income tax expense (benefit) (note 3) | 755 | 974 | 461 | 694 | 1,144 | 283 | 53 | 64 | 113 | |||||||||||||||||||||||
Net income (loss) (c) (note 11) | 2,512 | 3,645 | 1,395 | 2,301 | 3,622 | 895 | 164 | 204 | 361 | |||||||||||||||||||||||
Cash flows from (used in) operating activities (c) | 3,100 | 5,834 | 4,913 | 608 | 4,415 | 179 | 53 | 276 | 421 | |||||||||||||||||||||||
Capital and exploration expenditures (d) | 1,108 | 1,128 | 632 | 472 | 295 | 476 | 23 | 10 | 8 | |||||||||||||||||||||||
Property, plant and equipment | ||||||||||||||||||||||||||||||||
Cost | 46,776 | 45,784 | 48,200 | 7,368 | 6,926 | 6,772 | 1,018 | 995 | 984 | |||||||||||||||||||||||
Accumulated depreciation and depletion | (19,936) | (18,835) | (20,389) | (4,301) | (4,143) | (4,096) | (757) | (741) | (721) | |||||||||||||||||||||||
Net property, plant and equipment (e) | 26,840 | 26,949 | 27,811 | 3,067 | 2,783 | 2,676 | 261 | 254 | 263 | |||||||||||||||||||||||
Total assets (c) | 28,718 | 28,830 | 29,416 | 10,114 | 9,277 | 7,945 | 475 | 491 | 474 |
Corporate and other | Eliminations | Consolidated | ||||||||||||||||||||||||||||||||||||
millions of Canadian dollars | 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | |||||||||||||||||||||||||||||
Revenues and other income | ||||||||||||||||||||||||||||||||||||||
Revenues (a) (b) | — | — | — | — | — | — | 50,702 | 59,413 | 37,508 | |||||||||||||||||||||||||||||
Intersegment sales (c) | — | — | — | (23,125) | (27,134) | (14,795) | — | — | — | |||||||||||||||||||||||||||||
Investment and other income (note 8, 18) | 143 | 79 | 10 | — | — | — | 267 | 257 | 82 | |||||||||||||||||||||||||||||
143 | 79 | 10 | (23,125) | (27,134) | (14,795) | 50,969 | 59,670 | 37,590 | ||||||||||||||||||||||||||||||
Expenses | ||||||||||||||||||||||||||||||||||||||
Exploration (note 15) | — | — | — | — | — | — | 5 | 5 | 32 | |||||||||||||||||||||||||||||
Purchases of crude oil and products (c) (note 11) | — | — | — | (23,120) | (27,128) | (14,789) | 32,399 | 37,742 | 23,174 | |||||||||||||||||||||||||||||
Production and manufacturing | — | — | — | — | — | — | 6,879 | 7,404 | 6,316 | |||||||||||||||||||||||||||||
Selling and general | 80 | 150 | 128 | (5) | (6) | (6) | 857 | 882 | 784 | |||||||||||||||||||||||||||||
Federal excise tax and fuel charge | — | — | — | — | — | — | 2,402 | 2,179 | 1,928 | |||||||||||||||||||||||||||||
Depreciation and depletion | 29 | 27 | 26 | — | — | — | 1,907 | 1,897 | 1,977 | |||||||||||||||||||||||||||||
Non-service pension and postretirement benefit | 82 | 17 | 42 | — | — | — | 82 | 17 | 42 | |||||||||||||||||||||||||||||
Financing (note 12) | 62 | 54 | 39 | — | — | — | 69 | 60 | 54 | |||||||||||||||||||||||||||||
Total expenses | 253 | 248 | 235 | (23,125) | (27,134) | (14,795) | 44,600 | 50,186 | 34,307 | |||||||||||||||||||||||||||||
Income (loss) before income taxes (note 11) | (110) | (169) | (225) | — | — | — | 6,369 | 9,484 | 3,283 | |||||||||||||||||||||||||||||
Income tax expense (benefit) (note 3) | (22) | (38) | (53) | — | — | — | 1,480 | 2,144 | 804 | |||||||||||||||||||||||||||||
Net income (loss) (c) (note 11) | (88) | (131) | (172) | — | — | — | 4,889 | 7,340 | 2,479 | |||||||||||||||||||||||||||||
Cash flows from (used in) operating activities (c) | (37) | (59) | (47) | 10 | 16 | 10 | 3,734 | 10,482 | 5,476 | |||||||||||||||||||||||||||||
Capital and exploration expenditures (d) | 175 | 57 | 24 | — | — | — | 1,778 | 1,490 | 1,140 | |||||||||||||||||||||||||||||
Property, plant and equipment | ||||||||||||||||||||||||||||||||||||||
Cost | 1,038 | 863 | 806 | — | — | — | 56,200 | 54,568 | 56,762 | |||||||||||||||||||||||||||||
Accumulated depreciation and depletion | (371) | (343) | (316) | — | — | — | (25,365) | (24,062) | (25,522) | |||||||||||||||||||||||||||||
Net property, plant and equipment (e) | 667 | 520 | 490 | — | — | — | 30,835 | 30,506 | 31,240 | |||||||||||||||||||||||||||||
Total assets (c) | 2,366 | 5,312 | 3,196 | (474) | (386) | (249) | 41,199 | 43,524 | 40,782 | |||||||||||||||||||||||||||||
(c)In 2021, the Downstream segment acquired a portion of Upstream crude inventory for $444 million. There was no earnings impact and the effects of this transaction have been eliminated for consolidation purposes. (d)Capital and exploration expenditures (CAPEX) include exploration expenses, additions to property, plant and equipment, additions to finance leases, additional investments and acquisitions and the company’s share of similar costs for equity companies. CAPEX excludes the purchase of carbon emission credits. (e)Includes property, plant and equipment under construction of $3,251 million (2022 - $2,676 million, 2021 - $2,348 million). |
millions of Canadian dollars | 2023 | 2022 | 2021 | ||||||||
Current income tax expense (benefit) | 1,556 | 2,228 | 711 | ||||||||
Deferred income tax expense (benefit) | (76) | (84) | 93 | ||||||||
Total income tax expense (benefit) | 1,480 | 2,144 | 804 | ||||||||
Statutory corporate tax rate (percent) | 24.1 | 24.1 | 24.0 | ||||||||
Increase (decrease) resulting from: | |||||||||||
Other (a) | (0.9) | (1.5) | 0.5 | ||||||||
Effective income tax rate (percent) | 23.2 | 22.6 | 24.5 |
millions of Canadian dollars | 2021 | 2020 | 2019 | |||||||||
Current income tax expense (benefit) (a) | 711 | (27 | ) | 140 | ||||||||
Deferred income tax expense (benefit) (a) | 93 | (524 | ) | (294 | ) | |||||||
Total income tax expense (benefit) (a) | 804 | (551 | ) | (154 | ) | |||||||
Statutory corporate tax rate (percent) | 24.0 | 25.0 | 26.0 | |||||||||
Increase (decrease) resulting from: | ||||||||||||
Enacted tax rate change (a) | 0 | 0.1 | (31.9 | ) | ||||||||
Other (b) | 0.5 | (2.2 | ) | (1.6 | ) | |||||||
Effective income tax rate (percent) | 24.5 | 22.9 | (7.5 | ) |
millions of Canadian dollars | 2023 | 2022 | 2021 | ||||||||
Depreciation and amortization | 5,366 | 5,388 | 5,284 | ||||||||
Successful drilling and land acquisitions | 237 | 236 | 331 | ||||||||
Pension and benefits | (168) | (105) | (303) | ||||||||
Asset retirement obligation | (655) | (529) | (418) | ||||||||
Capitalized interest | 155 | 127 | 120 | ||||||||
LIFO inventory valuation | (406) | (454) | (413) | ||||||||
Tax loss carryforwards | (69) | (84) | (42) | ||||||||
Valuation allowance | 69 | 73 | — | ||||||||
Other | (60) | (53) | (101) | ||||||||
Net deferred income tax liabilities | 4,469 | 4,599 | 4,458 |
millions of Canadian dollars | 2021 | 2020 | 2019 | |||||||||
Depreciation and amortization | 5,284 | 5,319 | 5,164 | |||||||||
Successful drilling and land acquisitions | 331 | 363 | 750 | |||||||||
Pension and benefits | (303 | ) | (534 | ) | (469 | ) | ||||||
Asset retirement obligation | (418 | ) | (403 | ) | (336 | ) | ||||||
Capitalized interest | 120 | 120 | 117 | |||||||||
LIFO inventory valuation | (413 | ) | (150 | ) | (276 | ) | ||||||
Tax loss carryforwards | (42 | ) | (460 | ) | (141 | ) | ||||||
Other | (101 | ) | (154 | ) | (161 | ) | ||||||
Net deferred income tax liabilities | 4,458 | 4,101 | 4,648 |
millions of Canadian dollars | 2023 | 2022 | 2021 | ||||||||
Balance as of January 1 | 60 | 47 | 36 | ||||||||
Additions based on current year’s tax position | 7 | 12 | 16 | ||||||||
Additions for prior years’ tax positions | — | 10 | — | ||||||||
Settlements with tax authorities | (20) | (9) | (5) | ||||||||
Balance as of December 31 | 47 | 60 | 47 |
millions of Canadian dollars | 2021 | 2020 | 2019 | |||||||||
Balance as of January 1 | 36 | 35 | 36 | |||||||||
Additions based on current year’s tax position | 16 | 2 | - | |||||||||
Additions for prior years’ tax positions | 0 | - | 1 | |||||||||
Settlements with tax authorities | (5 | ) | (1 | ) | (2 | ) | ||||||
Balance as of December 31 | 47 | 36 | 35 |
Pension benefits | Other postretirement benefits | ||||||||||||||||
2023 | 2022 | 2023 | 2022 | ||||||||||||||
Assumptions used to determine benefit obligations at December 31 (percent) | |||||||||||||||||
Discount rate | 4.60 | 5.10 | 4.60 | 5.10 | |||||||||||||
Long-term rate of compensation increase | 4.00 | 4.00 | 4.00 | 4.00 | |||||||||||||
millions of Canadian dollars | |||||||||||||||||
Change in benefit obligation | |||||||||||||||||
Benefit obligation at January 1 | 7,374 | 9,850 | 589 | 818 | |||||||||||||
Service cost | 162 | 280 | 12 | 23 | |||||||||||||
Interest cost | 373 | 295 | 28 | 24 | |||||||||||||
Actuarial loss (gain) (a) | 514 | (2,528) | (14) | (248) | |||||||||||||
Amendments | 184 | — | — | — | |||||||||||||
Benefits paid (b) | (453) | (523) | (34) | (28) | |||||||||||||
Benefit obligation at December 31 | 8,154 | 7,374 | 581 | 589 | |||||||||||||
Accumulated benefit obligation at December 31 | 7,449 | 6,820 | |||||||||||||||
(a)Actuarial loss (gain) primarily driven by changes in the year-end discount rate and salary experience. (b)Benefit payments for funded and unfunded plans. |
Pension benefits | Other postretirement benefits | |||||||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||||||
Assumptions used to determine benefit obligations at December 31 (percent) | ||||||||||||||||||||
Discount rate | 3.00 | 2.50 | 3.00 | 2.50 | ||||||||||||||||
Long-term rate of compensation increase | 4.00 | 4.00 | 4.00 | 4.00 | ||||||||||||||||
millions of Canadian dollars | ||||||||||||||||||||
Change in benefit obligation | ||||||||||||||||||||
Benefit obligation at January 1 | 10,716 | 9,786 | 873 | 693 | ||||||||||||||||
Service cost | 324 | 305 | 28 | 24 | ||||||||||||||||
Interest cost | 271 | 308 | 22 | 24 | ||||||||||||||||
Actuarial loss (gain) (a) | (925 | ) | 811 | (83 | ) | 152 | ||||||||||||||
Benefits paid (b) | (536 | ) | (494 | ) | (22 | ) | (20 | ) | ||||||||||||
Benefit obligation at December 31 | 9,850 | 10,716 | 818 | 873 | ||||||||||||||||
Accumulated benefit obligation at December 31 | 8,885 | 9,619 |
Pension benefits | Other postretirement benefits | ||||||||||||||||
millions of Canadian dollars | 2023 | 2022 | 2023 | 2022 | |||||||||||||
Change in plan assets | |||||||||||||||||
Fair value at January 1 | 7,541 | 9,440 | |||||||||||||||
Actual return (loss) gain | 785 | (1,594) | |||||||||||||||
Company contributions | 148 | 174 | |||||||||||||||
Benefits paid (a) | (420) | (479) | |||||||||||||||
Fair value at December 31 | 8,054 | 7,541 | |||||||||||||||
Plan assets in excess of (less than) projected benefit obligation at December 31 | |||||||||||||||||
Funded plans | 335 | 543 | |||||||||||||||
Unfunded plans | (435) | (376) | (581) | (589) | |||||||||||||
Total (b) | (100) | 167 | (581) | (589) | |||||||||||||
(a)Benefit payments for funded plans only. (b)Fair value of assets less projected benefit obligation shown above. |
Pension benefits | Other postretirement benefits | |||||||||||||||||||
millions of Canadian dollars | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||
Change in plan assets | ||||||||||||||||||||
Fair value at January 1 | 9,426 | 8,599 | ||||||||||||||||||
Actual return on plan assets | 319 | 1,073 | ||||||||||||||||||
Company contributions | 164 | 195 | ||||||||||||||||||
Benefits paid (a) | (469 | ) | (441 | ) | ||||||||||||||||
Fair value at December 31 | 9,440 | 9,426 | ||||||||||||||||||
Plan assets in excess of (less than) projected benefit obligation at December 31 | ||||||||||||||||||||
Funded plans | 89 | (641 | ) | |||||||||||||||||
Unfunded plans | (499 | ) | (649 | ) | (818 | ) | (873 | ) | ||||||||||||
Total (b) | (410 | ) | (1,290 | ) | (818 | ) | (873 | ) |
Pension benefits | Other postretirement benefits | ||||||||||||||||
millions of Canadian dollars | 2023 | 2022 | 2023 | 2022 | |||||||||||||
Amounts recorded in the Consolidated balance sheet consist of: | |||||||||||||||||
Other assets, including intangibles - net | 335 | 543 | — | — | |||||||||||||
Current liabilities | (34) | (35) | (28) | (28) | |||||||||||||
Other long-term obligations | (401) | (341) | (553) | (561) | |||||||||||||
Total recorded | (100) | 167 | (581) | (589) | |||||||||||||
Amounts recorded in accumulated other comprehensive income consist of: | |||||||||||||||||
Net actuarial loss (gain) | 724 | 666 | (89) | (84) | |||||||||||||
Prior service cost | 400 | 235 | — | — | |||||||||||||
Total recorded in accumulated other comprehensive income, before-tax | 1,124 | 901 | (89) | (84) |
Pension benefits | Other postretirement benefits | |||||||||||||||||||
millions of Canadian dollars | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||
Amounts recorded in the Consolidated balance sheet consist of: | ||||||||||||||||||||
Other assets, including intangibles - net | 190 | - | - | - | ||||||||||||||||
Current liabilities | (26 | ) | (27 | ) | (30 | ) | (31 | ) | ||||||||||||
Other long-term obligations | (574 | ) | (1,263 | ) | (788 | ) | (842 | ) | ||||||||||||
Total recorded | (410 | ) | (1,290 | ) | (818 | ) | (873 | ) | ||||||||||||
Amounts recorded in accumulated other comprehensive income consist of: | ||||||||||||||||||||
Net actuarial loss (gain) | 1,272 | 2,232 | 173 | 272 | ||||||||||||||||
Prior service cost | 252 | 269 | 0 | 0 | ||||||||||||||||
Total recorded in accumulated other comprehensive income, before-tax | 1,524 | 2,501 | 173 | 272 |
Pension benefits | Other postretirement benefits | ||||||||||||||||||||||
2023 | 2022 | 2021 | 2023 | 2022 | 2021 | ||||||||||||||||||
Assumptions used to determine net periodic benefit cost for years ended December 31 (percent) | |||||||||||||||||||||||
Discount rate | 5.10 | 3.00 | 2.50 | 5.10 | 3.00 | 2.50 | |||||||||||||||||
Long-term rate of return on funded assets | 4.80 | 4.30 | 4.50 | — | — | — | |||||||||||||||||
Long-term rate of compensation increase | 4.00 | 4.00 | 4.00 | 4.00 | 4.00 | 4.00 | |||||||||||||||||
millions of Canadian dollars | |||||||||||||||||||||||
Components of net periodic benefit cost | |||||||||||||||||||||||
Service cost | 162 | 280 | 324 | 12 | 23 | 28 | |||||||||||||||||
Interest cost | 373 | 295 | 271 | 28 | 24 | 22 | |||||||||||||||||
Expected return on plan assets | (373) | (412) | (427) | — | — | — | |||||||||||||||||
Amortization of prior service cost | 19 | 17 | 17 | — | — | — | |||||||||||||||||
Amortization of actuarial loss (gain) | 44 | 84 | 143 | (9) | 9 | 16 | |||||||||||||||||
Net periodic benefit cost | 225 | 264 | 328 | 31 | 56 | 66 | |||||||||||||||||
Changes in amounts recorded in accumulated other comprehensive income | |||||||||||||||||||||||
Net actuarial loss (gain) | 102 | (522) | (817) | (14) | (248) | (83) | |||||||||||||||||
Amortization of net actuarial (loss) gain included in net periodic benefit cost | (44) | (84) | (143) | 9 | (9) | (16) | |||||||||||||||||
Prior service cost | 184 | — | — | — | — | — | |||||||||||||||||
Amortization of prior service cost included in net periodic benefit cost | (19) | (17) | (17) | — | — | — | |||||||||||||||||
Total recorded in other comprehensive income | 223 | (623) | (977) | (5) | (257) | (99) | |||||||||||||||||
Total recorded in net periodic benefit cost and other comprehensive income, before-tax | 448 | (359) | (649) | 26 | (201) | (33) |
Pension benefits | Other postretirement benefits | |||||||||||||||||||||||||||
2021 | 2020 | 2019 | 2021 | 2020 | 2019 | |||||||||||||||||||||||
Assumptions used to determine net periodic benefit cost for years ended December 31 (percent) | ||||||||||||||||||||||||||||
Discount rate | 2.50 | 3.10 | 3.90 | 2.50 | 3.10 | 3.90 | ||||||||||||||||||||||
Long-term rate of return on funded assets | 4.50 | 4.50 | 4.50 | 0 | - | - | ||||||||||||||||||||||
Long-term rate of compensation increase | 4.00 | 4.50 | 4.50 | 4.00 | 4.50 | 4.50 | ||||||||||||||||||||||
millions of Canadian dollars | ||||||||||||||||||||||||||||
Components of net periodic benefit cost | ||||||||||||||||||||||||||||
Service cost | 324 | 305 | 228 | 28 | 24 | 16 | ||||||||||||||||||||||
Interest cost | 271 | 308 | 324 | 22 | 24 | 20 | ||||||||||||||||||||||
Expected return on plan assets | (427 | ) | (391 | ) | (349 | ) | 0 | - | - | |||||||||||||||||||
Amortization of prior service cost | 17 | 14 | - | 0 | - | - | ||||||||||||||||||||||
Amortization of actuarial loss (gain) | 143 | 153 | 149 | 16 | 13 | (1 | ) | |||||||||||||||||||||
Net periodic benefit cost | 328 | 389 | 352 | 66 | 61 | 35 | ||||||||||||||||||||||
Changes in amounts recorded in accumulated other comprehensive income | ||||||||||||||||||||||||||||
Net actuarial loss (gain) | (817 | ) | 129 | 288 | (83 | ) | 152 | 99 | ||||||||||||||||||||
Amortization of net actuarial (loss) gain included in net periodic benefit cost | (143 | ) | (153 | ) | (149 | ) | (16 | ) | (13 | ) | 1 | |||||||||||||||||
Prior service cost | 0 | - | 283 | 0 | - | - | ||||||||||||||||||||||
Amortization of prior service cost included in net periodic benefit cost | (17 | ) | (14 | ) | - | 0 | - | - | ||||||||||||||||||||
Total recorded in other comprehensive income | (977 | ) | (38 | ) | 422 | (99 | ) | 139 | 100 | |||||||||||||||||||
Total recorded in net periodic benefit cost and other comprehensive income, before-tax | (649 | ) | 351 | 774 | (33 | ) | 200 | 135 |
Total pension and other postretirement benefits | |||||||||||
millions of Canadian dollars | 2023 | 2022 | 2021 | ||||||||
(Charge) credit to other comprehensive income, before-tax | (218) | 880 | 1,076 | ||||||||
Deferred income tax (charge) credit (note 17) | 53 | (215) | (264) | ||||||||
(Charge) credit to other comprehensive income, after-tax | (165) | 665 | 812 |
Total pension and other postretirement benefits | ||||||||||||
millions of Canadian dollars | 2021 | 2020 | 2019 | |||||||||
(Charge) credit to other comprehensive income, before-tax | 1,076 | (101 | ) | (522 | ) | |||||||
Deferred income tax (charge) credit (note 17) | (264 | ) | 23 | 128 | ||||||||
(Charge) credit to other comprehensive income, after-tax | 812 | (78 | ) | (394 | ) |
Fair value measurements at December 31, 2023, using: | |||||||||||||||||
millions of Canadian dollars | Total | Level 1 | Level 2 | Level 3 | Net Asset Value | ||||||||||||
Asset class | |||||||||||||||||
Equity securities | |||||||||||||||||
Canadian | — | — | |||||||||||||||
Non-Canadian | 2,347 | 2,347 | |||||||||||||||
Debt securities - Canadian | |||||||||||||||||
Corporate | 1,193 | 1,193 | |||||||||||||||
Government | 4,251 | 4,251 | |||||||||||||||
Asset backed | — | — | |||||||||||||||
Other | 5 | 5 | |||||||||||||||
Equities – Venture capital | 124 | 124 | |||||||||||||||
Real Estate | 93 | 93 | |||||||||||||||
Cash | 41 | 7 | 34 | ||||||||||||||
Total plan assets at fair value | 8,054 | 7 | 8,047 |
Fair value measurements at December 31, 2021, using: | ||||||||||||||||||||
millions of Canadian dollars | Total | Level 1 | Level 2 | Level 3 | Net Asset Value | |||||||||||||||
Asset class | ||||||||||||||||||||
Equity securities | ||||||||||||||||||||
Canadian | 247 | 247 | ||||||||||||||||||
Non-Canadian | 2,539 | 2,539 | ||||||||||||||||||
Debt securities - Canadian | ||||||||||||||||||||
Corporate | 1,496 | 1,496 | ||||||||||||||||||
Government | 4,865 | 4,865 | ||||||||||||||||||
Asset backed | 1 | 1 | ||||||||||||||||||
Equities – Venture capital | 249 | 249 | ||||||||||||||||||
Cash | 43 | 36 | 7 | |||||||||||||||||
Total plan assets at fair value | 9,440 | 36 | 9,404 |
Fair value measurements at December 31, 2022, using: | |||||||||||||||||
millions of Canadian dollars | Total | Level 1 | Level 2 | Level 3 | Net Asset Value | ||||||||||||
Asset class | |||||||||||||||||
Equity securities | |||||||||||||||||
Canadian | 96 | 96 | |||||||||||||||
Non-Canadian | 2,215 | 2,215 | |||||||||||||||
Debt securities - Canadian | |||||||||||||||||
Corporate | 1,156 | 1,156 | |||||||||||||||
Government | 3,842 | 3,842 | |||||||||||||||
Asset backed | 2 | 2 | |||||||||||||||
Equities – Venture capital | 199 | 199 | |||||||||||||||
Cash | 31 | 10 | 21 | ||||||||||||||
Total plan assets at fair value | 7,541 | 10 | 7,531 |
The 2020 fair value of the pension plan assets, including the level within the fair value hierarchy, is shown in the table below: | ||||||||||||||||||||
Fair value measurements at December 31, 2020, using: | ||||||||||||||||||||
millions of Canadian dollars | Total | Level 1 | Level 2 | Level 3 | Net Asset Value | |||||||||||||||
Asset class | ||||||||||||||||||||
Equity securities | ||||||||||||||||||||
Canadian | 222 | 222 | ||||||||||||||||||
Non-Canadian | 2,690 | 2,690 | ||||||||||||||||||
Debt securities - Canadian | ||||||||||||||||||||
Corporate | 1,426 | 1,426 | ||||||||||||||||||
Government | 4,825 | 4,825 | ||||||||||||||||||
Asset backed | - | - | ||||||||||||||||||
Equities – Venture capital | 214 | 214 | ||||||||||||||||||
Cash | 49 | 41 | 8 | |||||||||||||||||
Total plan assets at fair value | 9,426 | 41 | 9,385 |
Pension benefits | ||||||||
millions of Canadian dollars | 2023 | 2022 | ||||||
For funded pension plans with projected benefit obligation in excess of plan assets: (a) | ||||||||
Projected benefit obligation | — | — | ||||||
Fair value of plan assets | — | — | ||||||
Projected benefit obligation less fair value of plan assets | — | — | ||||||
For unfunded pension plans covered by book reserves: | ||||||||
Projected benefit obligation | 435 | 376 | ||||||
Accumulated benefit obligation | 395 | 353 | ||||||
(a)In 2023 and 2022, the fair value of plan assets exceeded the projected benefit obligation for both the company sponsored plan and its proportionate share of a joint venture sponsored plan. |
Pension benefits | ||||||||
millions of Canadian dollars | 2021 | 2020 | ||||||
For funded pension plans with accumulated benefit obligation in excess of plan assets: (a) | ||||||||
Accumulated benefit obligation | 0 | 1,034 | ||||||
Fair value of plan assets | 0 | 954 | ||||||
Accumulated benefit obligation less fair value of plan assets | 0 | 80 | ||||||
For funded pension plans with projected benefit obligation in excess of plan assets: (b) | ||||||||
Projected benefit obligation | 1,132 | 10,067 | ||||||
Fair value of plan assets | 1,031 | 9,426 | ||||||
Projected benefit obligation less fair value of plan assets | 101 | 641 | ||||||
For unfunded plans covered by book reserves: | ||||||||
Projected benefit obligation | 499 | 649 | ||||||
Accumulated benefit obligation | 461 | 565 |
millions of Canadian dollars | Pension benefits | Other postretirement benefits | millions of Canadian dollars | Pension benefits | Other postretirement benefits | |||||||||||
2022 | 460 | 30 | ||||||||||||||
2023 | 460 | 31 | ||||||||||||||
2024 | 460 | 31 | ||||||||||||||
2025 | 460 | 32 | ||||||||||||||
2026 | 460 | 33 | ||||||||||||||
2027 - 2031 | 2,295 | 173 | ||||||||||||||
2027 | ||||||||||||||||
2028 | ||||||||||||||||
2029 - 2033 |
millions of Canadian dollars | 2021 | 2020 | ||||||
Employee retirement benefits (a) (note 4) | 1,362 | 2,105 | ||||||
Asset retirement obligations and other environmental liabilities (b) (c) | 1,713 | 1,676 | ||||||
Share-based incentive compensation liabilities (note 7) | 79 | 45 | ||||||
Operating lease liability (note 13) | 147 | 95 | ||||||
Other obligations | 596 | 179 | ||||||
Total other long-term obligations | 3,897 | 4,100 |
millions of Canadian dollars | 2021 | 2020 | 2019 | |||||||||
Balance as at January 1 | 1,674 | 1,400 | 1,417 | |||||||||
Additions (deductions) | 6 | 265 | (23 | ) | ||||||||
Accretion | 99 | 82 | 80 | |||||||||
Settlement | (58 | ) | (73 | ) | (74 | ) | ||||||
Balance as at December 31 | 1,721 | 1,674 | 1,400 |
millions of Canadian dollars | 2023 | 2022 | ||||||
Employee retirement benefits (a) (note 4) | 954 | 902 | ||||||
Asset retirement obligations and other environmental liabilities (b) (c) | 2,564 | 2,150 | ||||||
Share-based incentive compensation liabilities (note 7) | 90 | 101 | ||||||
Operating lease liability (note 13) | 111 | 151 | ||||||
Other obligations | 132 | 163 | ||||||
Total other long-term obligations | 3,851 | 3,467 | ||||||
(a)Total recorded employee retirement benefits obligations also included $62 million in current liabilities (2022 – $63 million). (b)Total asset retirement obligations and other environmental liabilities also included $235 million in current liabilities (2022 – $116 million). (c)For 2023, the asset retirement obligations were discounted at 6 percent (2022 - 6 percent). Asset retirement obligations incurred in the current period were level 3 fair value measurements. |
millions of Canadian dollars | 2023 | 2022 | 2021 | |||||||||||
Balance as at January 1 | 2,178 | 1,721 | 1,674 | |||||||||||
Additions (deductions) | 471 | 415 | 6 | |||||||||||
Accretion | 132 | 101 | 99 | |||||||||||
Settlement | (78) | (59) | (58) | |||||||||||
Balance as at December 31 | 2,703 | 2,178 | 1,721 |
thousands of barrels | 2021 | 2020 | ||||||||||||||
Crude | 7,390 | (800) | Crude | (4,450) | 1,800 | |||||||||||
Products | (560) | (390) |
millions of Canadian dollars | 2021 | 2020 | 2019 | |||
Revenues | (46) | (13) | (3) | |||
Purchases of crude oil and products | (33) | (21) | (7) | |||
Total | (79) | (34) | (10) |
millions of Canadian dollars | 2023 | 2022 | 2021 | ||||||||
Revenues | (5) | 148 | (46) | ||||||||
Purchases of crude oil and products | — | — | (33) | ||||||||
Total | (5) | 148 | (79) |
At December 31, 2023 millions of Canadian dollars | |||||||||||||||||||||||
Fair value | Effect of counterparty netting | Effect of collateral netting | Net carrying value | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
Assets | |||||||||||||||||||||||
Derivative assets (a) | 28 | 18 | — | 46 | (16) | (12) | 18 | ||||||||||||||||
Liabilities | |||||||||||||||||||||||
Derivative liabilities (b) | 16 | 31 | — | 47 | (16) | — | 31 | ||||||||||||||||
(a)Included in the Consolidated balance sheet line: “Materials, supplies and prepaid expenses”, “Accounts receivable - net” and “Other assets, including intangibles - net”. (b)Included in the Consolidated balance sheet line: “Accounts payable and accrued liabilities” and “Other long-term obligations”. |
At December 31, 2021 millions of Canadian dollars | ||||||||||||||||||||||||||||
Fair value | Effect of counterparty netting | Effect of collateral netting | Net carrying value | |||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||
Derivative assets (a) | 24 | 17 | 0 | 41 | (31 | ) | 0 | 10 | ||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||
Derivative liabilities (b) | 31 | 12 | 0 | 43 | (31 | ) | (7 | ) | 5 |
At December 31, 2022 millions of Canadian dollars | |||||||||||||||||||||||
Fair value | Effect of counterparty netting | Effect of collateral netting | Net carrying value | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
Assets | |||||||||||||||||||||||
Derivative assets (a) | 17 | 32 | — | 49 | (27) | — | 22 | ||||||||||||||||
Liabilities | |||||||||||||||||||||||
Derivative liabilities (b) | 21 | 20 | — | 41 | (27) | (4) | 10 | ||||||||||||||||
(a)Included in the Consolidated balance sheet line: “Materials, supplies and prepaid expenses”, “Accounts receivable - net” and “Other assets, including intangibles - net”. (b)Included in the Consolidated balance sheet line: “Accounts payable and accrued liabilities” and “Other long-term obligations”. |
At December 31, 2020 | ||||||||||||||||||||||||||||
millions of Canadian dollars | ||||||||||||||||||||||||||||
Fair value | Effect of counterparty netting | Effect of collateral netting | Net carrying value | |||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||
Derivative assets (a) | 2 | - | - | 2 | (2 | ) | - | - | ||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||
Derivative liabilities (b) | 12 | - | - | 12 | (2 | ) | (10 | ) | - |
Restricted stock units | Deferred share units | |||||||
Outstanding at January 1, 2021 | 4,463,320 | 147,405 | ||||||
Granted | 681,520 | 19,260 | ||||||
Vested / Exercised | (1,021,865 | ) | 0 | |||||
Forfeited and cancelled | (172,360 | ) | 0 | |||||
Outstanding at December 31, 2021 | 3,950,615 | 166,665 |
Restricted stock units | Deferred share units | |||||||
Outstanding at January 1, 2023 | 4,036,355 | 179,884 | ||||||
Granted | 949,520 | 12,219 | ||||||
Vested / Exercised | (651,175) | (154,781) | ||||||
Forfeited and cancelled | (421,390) | — | ||||||
Outstanding at December 31, 2023 | 3,913,310 | 37,322 |
millions of Canadian dollars | 2023 | 2022 | 2021 | ||||||||
Proceeds from asset sales | 86 | 904 | 81 | ||||||||
Book value of asset sales | 13 | 746 | 32 | ||||||||
Gain (loss) on asset sales, before tax (a) | 73 | 158 | 49 | ||||||||
Gain (loss) on asset sales, after tax (a) | 63 | 241 | 43 | ||||||||
(a)2022 included a gain of $116 million ($208 million, after tax) from the sale of interests in XTO Energy Canada, which included the removal of a deferred tax liability. |
millions of Canadian dollars | 2021 | 2020 | 2019 | |||||||||
Proceeds from asset sales | 81 | 82 | 82 | |||||||||
Book value of asset sales | 32 | 47 | 36 | |||||||||
Gain (loss) on asset sales, before-tax | 49 | 35 | 46 | |||||||||
Gain (loss) on asset sales, after-tax | 43 | 32 | 42 |
At December 31 | ||||||||
thousands of shares | 2023 | 2022 | ||||||
Authorized | 1,100,000 | 1,100,000 | ||||||
Outstanding | 535,837 | 584,153 |
At December 31 thousands of shares | ||||||||
2021 | 2020 | |||||||
Authorized | 1,100,000 | 1,100,000 | ||||||
Common shares outstanding | 678,080 | 734,077 |
Thousands of shares | Millions of dollars | |||||||
Balance as at January 1, 2021 | 734,077 | 1,357 | ||||||
Issued under employee share-based awards | 7 | — | ||||||
Purchases at stated value | (56,004) | (105) | ||||||
Balance as at December 31, 2021 | 678,080 | 1,252 | ||||||
Issued under employee share-based awards | — | — | ||||||
Purchases at stated value | (93,927) | (173) | ||||||
Balance as at December 31, 2022 | 584,153 | 1,079 | ||||||
Issued under employee share-based awards | — | — | ||||||
Purchases at stated value | (48,316) | (87) | ||||||
Balance as at December 31, 2023 | 535,837 | 992 |
Thousands of shares | Millions of dollars | |||||||
Balance as at January 1, 2019 | 782,565 | 1,446 | ||||||
Issued under employee share-based awards | 1 | 0 | ||||||
Purchases at stated value | (38,664 | ) | (71 | ) | ||||
Balance as at December 31, 2019 | 743,902 | 1,375 | ||||||
Issued under employee share-based awards | 7 | - | ||||||
Purchases at stated value | (9,832 | ) | (18 | ) | ||||
Balance as at December 31, 2020 | 734,077 | 1,357 | ||||||
Issued under employee share-based awards | 7 | 0 | ||||||
Purchases at stated value | (56,004 | ) | (105 | ) | ||||
Balance as at December 31, 2021 | 678,080 | 1,252 |
2023 | 2022 | 2021 | |||||||||
Net income (loss) per common share – basic | |||||||||||
Net income (loss) (millions of Canadian dollars) | 4,889 | 7,340 | 2,479 | ||||||||
Weighted-average number of common shares outstanding (millions of shares) | 574.8 | 640.2 | 711.6 | ||||||||
Net income (loss) per common share (dollars) | 8.51 | 11.47 | 3.48 | ||||||||
Net income (loss) per common share – diluted | |||||||||||
Net income (loss) (millions of Canadian dollars) | 4,889 | 7,340 | 2,479 | ||||||||
Weighted-average number of common shares outstanding (millions of shares) | 574.8 | 640.2 | 711.6 | ||||||||
Effect of employee share-based awards (millions of shares) | 1.1 | 1.3 | 1.6 | ||||||||
Weighted-average number of common shares outstanding, assuming dilution (millions of shares) | 575.9 | 641.5 | 713.2 | ||||||||
Net income (loss) per common share (dollars) | 8.49 | 11.44 | 3.48 | ||||||||
Dividends per common share – declared (dollars) | 1.94 | 1.46 | 1.03 | ||||||||
2021 | 2020 | 2019 | ||||||||||
Net income (loss) per common share – basic | ||||||||||||
Net income (loss) (millions of Canadian dollars) | 2,479 | (1,857 | ) | 2,200 | ||||||||
Weighted average number of common shares outstanding (millions of shares) | 711.6 | 735.3 | 762.7 | |||||||||
Net income (loss) per common share (dollars) | 3.48 | (2.53 | ) | 2.88 | ||||||||
Net income (loss) per common share – diluted | ||||||||||||
Net income (loss) (millions of Canadian dollars) | 2,479 | (1,857 | ) | 2,200 | ||||||||
Weighted average number of common shares outstanding (millions of shares) | 711.6 | 735.3 | 762.7 | |||||||||
Effect of employee share-based awards (millions of shares) (a) | 1.6 | - | 2.3 | |||||||||
Weighted average number of common shares outstanding, assuming dilution (millions of shares) | 713.2 | 735.3 | 765.0 | |||||||||
Net income (loss) per common share (dollars) | 3.48 | (2.53 | ) | 2.88 | ||||||||
Dividends per common share – declared (dollars) | 1.03 | 0.88 | 0.85 |
millions of Canadian dollars | 2023 | 2022 | ||||||
Crude oil | 979 | 809 | ||||||
Petroleum products | 579 | 471 | ||||||
Chemical products | 66 | 76 | ||||||
Other | 320 | 158 | ||||||
Total | 1,944 | 1,514 |
millions of Canadian dollars | 2021 | 2020 | ||||||
Crude oil | 674 | 630 | ||||||
Petroleum products | 310 | 403 | ||||||
Chemical products | 73 | 55 | ||||||
Other | 45 | 73 | ||||||
Total | 1,102 | 1,161 |
millions of Canadian dollars | 2023 | 2022 | 2021 | ||||||||
Debt-related interest (a) | 203 | 111 | 63 | ||||||||
Capitalized interest | (141) | (57) | (24) | ||||||||
Net interest expense | 62 | 54 | 39 | ||||||||
Other interest | 7 | 6 | 15 | ||||||||
Total financing (b) | 69 | 60 | 54 | ||||||||
(a)Includes related party interest with ExxonMobil. (b)The weighted-average interest rate on short-term borrowings in 2023 was 4.9 percent (2022 – 2.0 percent, 2021 – 0.2 percent) and on long-term borrowings, with ExxonMobil, in 2023 was 4.9 percent (2022 – 1.9 percent, 2021 – 0.6 percent). |
millions of Canadian dollars | 2021 | 2020 | 2019 | |||||||||
Debt-related interest (a) | 63 | 102 | 138 | |||||||||
Capitalized interest | (24 | ) | (41 | ) | (48 | ) | ||||||
Net interest expense | 39 | 61 | 90 | |||||||||
Other interest | 15 | 3 | 3 | |||||||||
Total financing (b) | 54 | 64 | 93 |
2023 | 2022 | 2021 | ||||||||||||||||||
millions of Canadian dollars | Operating leases | Finance leases | Operating leases | Finance leases | Operating leases | Finance leases | ||||||||||||||
Operating lease cost | 114 | 119 | 123 | |||||||||||||||||
Short-term and other (net of sublease rental income) | 30 | 40 | 19 | |||||||||||||||||
Amortization of right of use assets | 19 | 19 | 17 | |||||||||||||||||
Interest on lease liabilities | 29 | 30 | 33 | |||||||||||||||||
Total lease cost | 144 | 48 | 159 | 49 | 142 | 50 |
2021 | 2020 | 2019 | ||||||||||||||||||||||
millions of Canadian dollars | Operating leases | Finance leases | Operating leases | Finance leases | Operating leases | Finance leases | ||||||||||||||||||
Operating lease cost | 123 | 157 | 151 | |||||||||||||||||||||
Short-term and other (net of sublease rental income) | 19 | 40 | 76 | |||||||||||||||||||||
Amortization of right of use assets | 17 | 29 | 55 | |||||||||||||||||||||
Interest on lease liabilities | 33 | 38 | 40 | |||||||||||||||||||||
Total lease cost | 142 | 50 | 197 | 67 | 227 | 95 |
2021 | 2020 | 2023 | 2022 | |||||||||||||||||||||||||||
millions of Canadian dollars | Operating leases | Finance leases (a) | Operating leases | Finance leases | ||||||||||||||||||||||||||
millions of Canadian dollars | ||||||||||||||||||||||||||||||
millions of Canadian dollars | Operating leases | Finance leases | Operating leases | Finance leases | ||||||||||||||||||||||||||
Right of use assets | Right of use assets | |||||||||||||||||||||||||||||
Included in Other assets, including intangibles - net | 245 | 188 | ||||||||||||||||||||||||||||
Included in Property, plant and equipment, less | ||||||||||||||||||||||||||||||
Included in Property, plant and equipment, less | ||||||||||||||||||||||||||||||
Included in Property, plant and equipment, less | 637 | 532 | ||||||||||||||||||||||||||||
accumulated depreciation and depletion | accumulated depreciation and depletion | |||||||||||||||||||||||||||||
Total right of use assets | 245 | 637 | 188 | 532 | ||||||||||||||||||||||||||
Lease liability due within one year | ||||||||||||||||||||||||||||||
Lease liability due within one year | ||||||||||||||||||||||||||||||
Lease liability due within one year | ||||||||||||||||||||||||||||||
Included in Accounts payable and accrued liabilities | 102 | 0 | 97 | - | ||||||||||||||||||||||||||
Included in Notes and loans payable | 22 | 16 | ||||||||||||||||||||||||||||
Long-term lease liability | ||||||||||||||||||||||||||||||
Long-term lease liability | Long-term lease liability | |||||||||||||||||||||||||||||
Included in Other long-term obligations | 147 | 0 | 95 | - | ||||||||||||||||||||||||||
Included in Long-term debt | 607 | 510 | ||||||||||||||||||||||||||||
Total lease liability | 249 | 629 | 192 | 526 | ||||||||||||||||||||||||||
Weighted average remaining lease term (years) | 4 | 38 | 4 | 38 | ||||||||||||||||||||||||||
Weighted average discount rate (percent) | 1.2 | 4.8 | 2.5 | 7.3 | ||||||||||||||||||||||||||
Weighted-average remaining lease term (years) | ||||||||||||||||||||||||||||||
Weighted-average remaining lease term (years) | ||||||||||||||||||||||||||||||
Weighted-average remaining lease term (years) | 6 | 36 | 5 | 37 | ||||||||||||||||||||||||||
Weighted-average discount rate (percent) | Weighted-average discount rate (percent) | 1.9 | 4.7 | 1.1 | 4.7 |
2023 | ||||||||
millions of Canadian dollars | Operating leases | Finance leases | ||||||
Maturity analysis of lease liabilities | ||||||||
2024 | 90 | 49 | ||||||
2025 | 38 | 46 | ||||||
2026 | 16 | 44 | ||||||
2027 | 10 | 43 | ||||||
2028 | 9 | 42 | ||||||
2029 and beyond | 46 | 858 | ||||||
Total lease payments | 209 | 1,082 | ||||||
Discount to present value | (11) | (497) | ||||||
Total lease liability | 198 | 585 |
2021 | ||||||||
millions of Canadian dollars | Operating leases | Finance leases | ||||||
Maturity analysis of lease liabilities | ||||||||
2022 | 104 | 52 | ||||||
2023 | 65 | 50 | ||||||
2024 | 44 | 49 | ||||||
2025 | 6 | 46 | ||||||
2026 | 5 | 44 | ||||||
2027 and beyond | 36 | 942 | ||||||
Total lease payments | 260 | 1,183 | ||||||
Discount to present value | (11 | ) | (554 | ) | ||||
Total lease liability | 249 | 629 |
2023 | 2022 | 2021 | ||||||||||||||||||
millions of Canadian dollars | Operating leases | Finance leases | Operating leases | Finance leases | Operating leases | Finance leases | ||||||||||||||
Cash paid for amounts included in the measurement of lease liabilities | ||||||||||||||||||||
Cash flows from operating activities | 56 | — | 121 | — | 122 | — | ||||||||||||||
Cash flows from financing activities | 22 | 22 | 20 | |||||||||||||||||
Non-cash right of use assets recorded for lease liabilities | ||||||||||||||||||||
In exchange for lease liabilities during the year | 61 | — | 117 | — | 176 | 123 |
2021 | 2020 | 2019 | ||||||||||||||||||||||
millions of Canadian dollars | Operating leases | Finance leases | Operating leases | Finance leases | Operating leases | Finance leases | ||||||||||||||||||
Cash paid for amounts included in the measurement of lease liabilities | ||||||||||||||||||||||||
Cash flows from operating activities | 122 | 0 | 136 | 15 | 147 | 45 | ||||||||||||||||||
Cash flows from financing activities | 20 | 20 | 27 | |||||||||||||||||||||
Non-cash right of use assets recorded for lease liabilities | ||||||||||||||||||||||||
For January 1 adoption of Leases (Topic 842) | 298 | |||||||||||||||||||||||
In exchange for lease liabilities during the year | 176 | 123 | 63 | 14 | 104 | - |
At December 31 | ||||||||
millions of Canadian dollars | 2023 | 2022 | ||||||
Long-term debt (a) (b) | 3,447 | 3,447 | ||||||
Finance leases (c) | 564 | 586 | ||||||
Total long-term debt | 4,011 | 4,033 | ||||||
(a)Borrowed under an existing agreement with an affiliated company of ExxonMobil that provides for a long-term, variable-rate, Canadian dollar loan from ExxonMobil to the company of up to $7.75 billion at interest equivalent to Canadian market rates. The agreement is effective until June 30, 2025, cancellable if ExxonMobil provides at least 370 days advance written notice. (b)During the third quarter of 2022, the company decreased its long-term debt by $1 billion, partially repaying an existing facility with an affiliated company of ExxonMobil. (c)Finance leases are primarily associated with transportation facilities and services agreements. The average imputed interest rate was 4.7 percent in 2023 (2022 – 4.7 percent). Total finance lease obligations also include $21 million in current liabilities (2022 - $22 million). Principal payments on finance leases of approximately $18 million on average per year are due in each of the next four years after December 31, 2024. |
At December 31 | ||||||||||||
millions of Canadian dollars | 2021 | 2020 | ||||||||||
Long-term debt (a) | 4,447 | 4,447 | ||||||||||
Finance leases (b) | 607 | 510 | ||||||||||
Total long-term debt | 5,054 | 4,957 |
millions of Canadian dollars | 2023 | 2022 | 2021 | ||||||||
Balance at January 1 | (512) | (1,177) | (1,989) | ||||||||
Postretirement benefits liability adjustment: | |||||||||||
Current period change excluding amounts reclassified from accumulated other comprehensive income | (206) | 582 | 679 | ||||||||
Amounts reclassified from accumulated other comprehensive income | 41 | 83 | 133 | ||||||||
Balance at December 31 | (677) | (512) | (1,177) |
millions of Canadian dollars | 2021 | 2020 | 2019 | |||||||||
Balance at January 1 | (1,989 | ) | (1,911 | ) | (1,517 | ) | ||||||
Postretirement benefits liability adjustment: | ||||||||||||
Current period change excluding amounts reclassified from accumulated other comprehensive income | 679 | (212 | ) | (505 | ) | |||||||
Amounts reclassified from accumulated other comprehensive income | 133 | 134 | 111 | |||||||||
Balance at December 31 | (1,177 | ) | (1,989 | ) | (1,911 | ) |
millions of Canadian dollars | 2021 | 2020 | 2019 | ||||||||||||||||||||
Amortization of postretirement benefits liability adjustment included in net periodic benefit cost (a) | (176 | ) | (180 | ) | (148 | ) | |||||||||||||||||
Amortization of postretirement benefits liability adjustment included in net benefit cost (a) | |||||||||||||||||||||||
(a) This accumulated other comprehensive income component is included in the computation of net periodic benefit cost (note 4). | (a) This accumulated other comprehensive income component is included in the computation of net periodic benefit cost (note 4). |
millions of Canadian dollars | 2023 | 2022 | 2021 | ||||||||
Postretirement benefits liability adjustments: | |||||||||||
Postretirement benefits liability adjustment (excluding amortization) | (66) | 188 | 221 | ||||||||
Amortization of postretirement benefits liability adjustment included in net benefit cost | 13 | 27 | 43 | ||||||||
Total | (53) | 215 | 264 |
millions of Canadian dollars | 2021 | 2020 | 2019 | |||||||||
Postretirement benefits liability adjustments: | ||||||||||||
Postretirement benefits liability adjustment (excluding amortization) | 221 | (69 | ) | (165 | ) | |||||||
Amortization of postretirement benefits liability adjustment included in net periodic benefit cost | 43 | 46 | 37 | |||||||||
Total | 264 | (23 | ) | (128 | ) |
millions of Canadian dollars | 2021 | 2020 | 2019 | |||||||||
Sales to customers (a) | 5,081 | 2,066 | 3,927 | |||||||||
Intersegment sales (a) (b) | 3,037 | 1,777 | 2,627 | |||||||||
8,118 | 3,843 | 6,554 | ||||||||||
Production expenses | 4,728 | 3,977 | 4,467 | |||||||||
Exploration expenses | 32 | 13 | 47 | |||||||||
Depreciation and depletion (includes impairments) | 1,579 | 2,857 | 1,266 | |||||||||
Income taxes | 457 | (678 | ) | (487 | ) | |||||||
Results of operations | 1,322 | (2,326 | ) | 1,261 |
millions of Canadian dollars | 2023 | 2022 | 2021 | ||||||||
Revenue | |||||||||||
Sales to third parties (a) | 6,420 | 7,154 | 5,081 | ||||||||
Transfers (a) (b) | 3,220 | 4,182 | 3,037 | ||||||||
9,640 | 11,336 | 8,118 | |||||||||
Production expenses | 5,015 | 5,521 | 4,728 | ||||||||
Exploration expenses | 5 | 5 | 32 | ||||||||
Depreciation and depletion | 1,475 | 1,467 | 1,579 | ||||||||
Income taxes | 733 | 1,030 | 457 | ||||||||
Results of operations | 2,412 | 3,313 | 1,322 |
millions of Canadian dollars | 2023 | 2022 | 2021 | ||||||||
Property costs (c) | |||||||||||
Proved | — | — | — | ||||||||
Unproved | — | — | — | ||||||||
Exploration costs | 5 | 5 | 32 | ||||||||
Development costs | 1,580 | 1,602 | 576 | ||||||||
Total costs incurred in property acquisitions, exploration and development activities | 1,585 | 1,607 | 608 | ||||||||
(a)Sales to third parties or transfers do not include the sale of natural gas and natural gas liquids purchased for resale, as well as royalty payments or diluent costs. These items are reported gross in note 2 in “Revenues”, “Intersegment sales” and in “Purchases of crude oil and products”. (b)Sales of crude oil to consolidated affiliates are at market value, using posted field prices. Sales of natural gas liquids to consolidated affiliates are at prices estimated to be obtainable in a competitive, arm’s-length transaction. (c)“Property costs” are payments for rights to explore for petroleum and natural gas and for purchased reserves (acquired tangible and intangible assets such as gas plants, production facilities and producing-well costs are included under “producing assets”). “Proved” represents areas where successful drilling has delineated a field capable of production. “Unproved” represents all other areas. |
millions of Canadian dollars | 2021 | 2020 | 2019 | |||||||||
Property costs (c) | ||||||||||||
Proved | - | - | - | |||||||||
Unproved | - | - | 2 | |||||||||
Exploration costs | 32 | 13 | 47 | |||||||||
Development costs | 576 | 816 | 1,176 | |||||||||
Total costs incurred in property acquisitions, exploration and development activities | 608 | 829 | 1,225 |
millions of Canadian dollars | 2023 | 2022 | ||||||
Property costs (a) | ||||||||
Proved | 1,840 | 1,840 | ||||||
Unproved | 493 | 493 | ||||||
Producing assets | 39,759 | 39,075 | ||||||
Incomplete construction | 2,683 | 2,375 | ||||||
Total capitalized cost | 44,775 | 43,783 | ||||||
Accumulated depreciation and depletion | (19,568) | (18,512) | ||||||
Net capitalized costs | 25,207 | 25,271 | ||||||
(a)“Property costs” are payments for rights to explore for petroleum and natural gas and for purchased reserves (acquired tangible and intangible assets such as gas plants, production facilities and producing-well costs are included under “producing assets”). “Proved” represents areas where successful drilling has delineated a field capable of production. “Unproved” represents all other areas. |
millions of Canadian dollars | 2021 | 2020 | ||||||
Property costs (a) | ||||||||
Proved | 2,045 | 2,070 | ||||||
Unproved | 2,468 | 2,462 | ||||||
Producing assets | 39,926 | 39,785 | ||||||
Incomplete construction | 1,762 | 1,518 | ||||||
Total capitalized cost | 46,201 | 45,835 | ||||||
Accumulated depreciation and depletion | (20,112 | ) | (18,551 | ) | ||||
Net capitalized costs | 26,089 | 27,284 |
millions of Canadian dollars | 2023 | 2022 | 2021 | ||||||||
Future cash flows | 158,347 | 198,923 | 161,577 | ||||||||
Future production costs | (101,640) | (104,765) | (101,580) | ||||||||
Future development costs | (24,074) | (23,392) | (21,903) | ||||||||
Future income taxes | (7,016) | (16,872) | (8,192) | ||||||||
Future net cash flows | 25,617 | 53,894 | 29,902 | ||||||||
Annual discount of 10 percent for estimated timing of cash flows | (11,615) | (28,340) | (15,732) | ||||||||
Discounted future cash flows | 14,002 | 25,554 | 14,170 |
millions of Canadian dollars | 2021 | 2020 | 2019 | |||||||||
Future cash flows | 161,577 | 23,911 | 166,801 | |||||||||
Future production costs | (101,580 | ) | (18,787 | ) | (127,911 | ) | ||||||
Future development costs | (21,903 | ) | (6,096 | ) | (24,759 | ) | ||||||
Future income taxes | (8,192 | ) | (155 | ) | (3,960 | ) | ||||||
Future net cash flows | 29,902 | (1,127 | ) | 10,171 | ||||||||
Annual discount of 10 percent for estimated timing of cash flows | (15,732 | ) | 1,065 | (4,660 | ) | |||||||
Discounted future cash flows | 14,170 | (62 | ) | 5,511 |
millions of Canadian dollars | 2023 | 2022 | 2021 | ||||||||
Balance at beginning of year | 25,554 | 14,170 | (62) | ||||||||
Changes resulting from: | |||||||||||
Sales and transfers of oil and gas produced, net of production costs | (4,918) | (6,113) | (3,841) | ||||||||
Net changes in prices, development costs and production costs (a) | (16,908) | 23,215 | 7,681 | ||||||||
Extensions, discoveries, additions and improved recovery, less related costs | 58 | 664 | 52 | ||||||||
Development costs incurred during the year | 1,182 | 1,160 | 650 | ||||||||
Revisions of previous quantity estimates | 2,146 | (4,431) | 13,482 | ||||||||
Accretion of discount | 2,535 | 1,439 | 24 | ||||||||
Net change in income taxes | 4,353 | (4,550) | (3,816) | ||||||||
Net change | (11,552) | 11,384 | 14,232 | ||||||||
Balance at end of year | 14,002 | 25,554 | 14,170 | ||||||||
(a)SEC rules require the company’s reserves to be calculated on the basis of average first-day-of-the-month oil and natural gas prices during the reporting year. Future net cash flows are determined based on the net proved reserves as outlined in the “Net proved reserves table”. |
millions of Canadian dollars | 2021 | 2020 | 2019 | |||||||||
Balance at beginning of year | (62 | ) | 5,511 | 8,734 | ||||||||
Changes resulting from: | ||||||||||||
Sales and transfers of oil and gas produced, net of production costs | (3,841 | ) | (447 | ) | (2,441 | ) | ||||||
Net changes in prices, development costs and production costs (a) | 7,681 | (8,661 | ) | (3,117 | ) | |||||||
Extensions, discoveries, additions and improved recovery, less related costs | 52 | 114 | 169 | |||||||||
Development costs incurred during the year | 650 | 563 | 1,016 | |||||||||
Revisions of previous quantity estimates | 13,482 | 459 | (168 | ) | ||||||||
Accretion of discount | 24 | 623 | 643 | |||||||||
Net change in income taxes | (3,816 | ) | 1,776 | 675 | ||||||||
Net change | 14,232 | (5,573 | ) | (3,223 | ) | |||||||
Balance at end of year | 14,170 | (62 | ) | 5,511 |
Liquids (b) | Natural gas | Synthetic oil | Bitumen | Total oil-equivalent basis (c) | ||||||||||||||||
millions of barrels | billions of cubic feet | millions of barrels | millions of barrels | millions of barrels | ||||||||||||||||
Beginning of year 2019 | 62 | 639 | 466 | 3,166 | 3,800 | |||||||||||||||
Revisions | (20 | ) | (33 | ) | (27 | ) | (134 | ) | (187 | ) | ||||||||||
Improved recovery | - | - | - | - | - | |||||||||||||||
(Sale) purchase of reserves in place | - | (24 | ) | - | - | (4 | ) | |||||||||||||
Discoveries and extensions | 4 | 51 | - | - | 13 | |||||||||||||||
Production | (5 | ) | (52 | ) | (24 | ) | (93 | ) | (130 | ) | ||||||||||
End of year 2019 | 41 | 581 | 415 | 2,939 | 3,492 | |||||||||||||||
Revisions | (29 | ) | (348 | ) | (79 | ) | (2,757 | ) | (2,923 | ) | ||||||||||
Improved recovery | - | - | - | - | - | |||||||||||||||
(Sale) purchase of reserves in place | - | (10 | ) | - | - | (2 | ) | |||||||||||||
Discoveries and extensions | - | - | 133 | 1 | 134 | |||||||||||||||
Production | (5 | ) | (55 | ) | (25 | ) | (102 | ) | (141 | ) | ||||||||||
End of year 2020 | 7 | 168 | 444 | 81 | 560 | |||||||||||||||
Revisions | 13 | 165 | 17 | 2,239 | 2,297 | |||||||||||||||
Improved recovery | - | - | - | 2 | 2 | |||||||||||||||
(Sale) purchase of reserves in place | - | (10 | ) | - | - | (2 | ) | |||||||||||||
Discoveries and extensions | - | - | - | - | - | |||||||||||||||
Production | (4 | ) | (42 | ) | (23 | ) | (106 | ) | (140 | ) | ||||||||||
End of year 2021 | 16 | 281 | 438 | 2,216 | 2,717 | |||||||||||||||
Net proved developed reserves included above, as of | ||||||||||||||||||||
January 1, 2019 | 24 | 273 | 466 | 2,861 | 3,396 | |||||||||||||||
December 31, 2019 | 22 | 291 | 415 | 2,609 | 3,095 | |||||||||||||||
December 31, 2020 | 7 | 167 | 311 | 76 | 422 | |||||||||||||||
December 31, 2021 | 14 | 205 | 326 | 1,957 | 2,331 | |||||||||||||||
Net proved undeveloped reserves included above, as of | ||||||||||||||||||||
January 1, 2019 | 38 | 366 | - | 305 | 404 | |||||||||||||||
December 31, 2019 | 19 | 290 | - | 330 | 397 | |||||||||||||||
December 31, 2020 | - | 1 | 133 | 5 | 138 | |||||||||||||||
December 31, 2021 | 2 | 76 | 112 | 259 | 386 |
Liquids (b) | Natural gas | Synthetic crude oil | Bitumen | Total oil-equivalent basis (c) | |||||||||||||
millions of barrels | billions of cubic feet | millions of barrels | millions of barrels | millions of barrels | |||||||||||||
Beginning of year 2021 | 7 | 168 | 444 | 81 | 560 | ||||||||||||
Revisions | 13 | 165 | 17 | 2,239 | 2,297 | ||||||||||||
Improved recovery | — | — | — | 2 | 2 | ||||||||||||
(Sale) purchase of reserves in place | — | (10) | — | — | (2) | ||||||||||||
Discoveries and extensions | — | — | — | — | — | ||||||||||||
Production | (4) | (42) | (23) | (106) | (140) | ||||||||||||
End of year 2021 | 16 | 281 | 438 | 2,216 | 2,717 | ||||||||||||
Revisions | — | (41) | (62) | (363) | (432) | ||||||||||||
Improved recovery | — | — | — | — | — | ||||||||||||
(Sale) purchase of reserves in place | (9) | (141) | — | — | (32) | ||||||||||||
Discoveries and extensions | — | 2 | — | 67 | 67 | ||||||||||||
Production | (3) | (29) | (23) | (96) | (127) | ||||||||||||
End of year 2022 | 4 | 72 | 353 | 1,824 | 2,193 | ||||||||||||
Revisions | (2) | 2 | 26 | 90 | 114 | ||||||||||||
Improved recovery | — | — | — | — | — | ||||||||||||
(Sale) purchase of reserves in place | — | (1) | — | — | — | ||||||||||||
Discoveries and extensions | — | — | — | — | — | ||||||||||||
Production | (2) | (12) | (25) | (103) | (132) | ||||||||||||
End of year 2023 | — | 61 | 354 | 1,811 | 2,175 | ||||||||||||
Net proved developed reserves included above, as of | |||||||||||||||||
January 1, 2021 | 7 | 167 | 311 | 76 | 422 | ||||||||||||
December 31, 2021 | 14 | 205 | 326 | 1,957 | 2,331 | ||||||||||||
December 31, 2022 | 4 | 60 | 248 | 1,691 | 1,953 | ||||||||||||
December 31, 2023 | — | 53 | 242 | 1,706 | 1,957 | ||||||||||||
Net proved undeveloped reserves included above, as of | |||||||||||||||||
January 1, 2021 | — | 1 | 133 | 5 | 138 | ||||||||||||
December 31, 2021 | 2 | 76 | 112 | 259 | 386 | ||||||||||||
December 31, 2022 | — | 12 | 105 | 133 | 240 | ||||||||||||
December 31, 2023 | — | 8 | 112 | 105 | 218 | ||||||||||||
(a)Net reserves are the company’s share of reserves after deducting the shares of mineral owners or governments or both. All reported reserves are located in Canada. Reserves of natural gas are calculated at a pressure of 14.73 pounds per square inch at 60°F. (b)Liquids include crude, condensate and natural gas liquids (NGLs). NGL proved reserves are not material and are therefore included under liquids. (c)Gas converted to oil-equivalent at six million cubic feet per one thousand barrels. |
Proxy information section | ||||||||
Table of contents | Page | |||||||
Nominees for director | ||||||||
Director nominee tables | ||||||||
2023 | ||||||||
nominees | ||||||||
Executive summary | ||||||||
design | ||||||||
Determining compensation | ||||||||
Other compensation elements | ||||||||
Risk and governance | ||||||||
Executive compensation tables | ||||||||
Appendix | ||||||||
Appendix A – Board of director and committee charters |
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d) | ||||||||||||||||||||||||||||||
DAVID W. CORNHILL | DAVID W. CORNHILL | |||||||||||||||||||||||||||||
IMO Common Shares (% of class) | IMO Deferred Share Units (DSU) | Total Vested Equity Holdings (Common + DSU) | Restricted Stock Units (RSU) | Total Holdings * (Common + DSU + RSU) | Mr. Cornhill is a director of AltaGas Ltd., and is the chairman of the board of directors of TriSummit Utilities Inc. (formerly AltaGas Canada Inc.), a privately owned corporation. Mr. Cornhill is a founding shareholder of AltaGas (and its predecessors). He was chief executive officer of AltaGas from 1994 to 2016 and served as interim co-chief executive officer from July to December 2018. Prior to forming AltaGas, Mr. Cornhill served in various capacities with Alberta and Southern Gas Co. Ltd, including vice-president, finance and administration, treasurer and president and chief operating officer. Mr. Cornhill is an experienced leader in the business community and is a strong supporter of communities and community collaboration, investment and enhancement. He is a member of the Ivey Advisory Board at Western University. Mr. Cornhill holds a BSc (Hons.) degree and a MBA degree from Western University, and he was awarded an honorary Doctor of Laws degree by the University in 2015. | |||||||||||||||||||||||||
Holdings as at February 15, 2022 (#) | 12,500 (<0.01%) | 10,953 | 23,453 | 14,900 | 38,353 | |||||||||||||||||||||||||
Total market value as at February 15, 2022 ($) | 697,500 | 611,177 | 1,308,677 | 831,420 | 2,140,097 | |||||||||||||||||||||||||
Calgary, Alberta, Canada Age: 70 Nonemployee director (independent) Director since: November 29, 2017 Skills and experience: Leadership of large organizations, Operations/technical, Project management, Strategy development, Environment and sustainability, Audit committee financial expert, Financial expertise, Executive compensation, Risk management | Calgary, Alberta, Canada Age: 70 Nonemployee director (independent) Director since: November 29, 2017 Skills and experience: Leadership of large organizations, Operations/technical, Project management, Strategy development, Environment and sustainability, Audit committee financial expert, Financial expertise, Executive compensation, Risk management | Board and Standing Committee Membership | Attendance in 2023 | Voting Results of Last Annual Meeting | ||||||||||||||||||||||||||
Audit | 5 of 5 (100%) | Votes For: | 477,220,521 (90.28%) | |||||||||||||||||||||||||||
Executive resources | 8 of 8 (100%) | Votes against: | 51,359,878 (9.72%) | |||||||||||||||||||||||||||
Safety and sustainability | 5 of 5 (100%) | Total Votes: | 528,580,399 | |||||||||||||||||||||||||||
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d) | ||||||||||||||||||||||||||||||
IMO Common Shares (% of class) | IMO Deferred Share Units (DSU) | Total Vested Equity Holdings (Common + DSU) | Restricted Stock Units (RSU) | Total Holdings* (Common + DSU + RSU) | ||||||||||||||||||||||||||
Holdings as at February 15, 2024 (#) | 12,500 | 15,217 | 27,717 | 18,700 | 46,417 | |||||||||||||||||||||||||
(<0.01%) | (<0.01%) | 15,217 | ||||||||||||||||||||||||||||
Total market value as at February 15, 2024 ($) | Total market value as at February 15, 2024 ($) | 1,016,250 | 2,253,392 | 1,520,310 | 3,773,702 | |||||||||||||||||||||||||
Year over year change (#) | 0 | 2,769 | 2,769 | 3,300 | 6,069 | Year over year change (#) | 0 | 1,909 | 1,909 | 1,800 | 3,709 | |||||||||||||||||||
*Meets the necessary share ownership requirements | *Meets the necessary share ownership requirements | |||||||||||||||||||||||||||||
Public Company Directorships in the Past Five Years* | Public Company Directorships in the Past Five Years* | Other Positions in the Past Five Years (position, date office held and status of employer) | ||||||||||||||||||||||||||||
–AltaGas Ltd. (2010 - present) –AltaGas Canada Inc. (2018 - 2020) *no public board interlocks | –AltaGas Ltd. (2010 - present) –AltaGas Canada Inc. (2018 - 2020) *no public board interlocks | –AltaGas Ltd., Chairman of the board (1994 - 2019) |
Attendance 2021 | ||||||
BRADLEY W. CORSON | ||||||||||||||||||||
Mr. Corson was appointed as president and a director of Imperial Oil Limited on September 17, 2019, and assumed the additional roles of chairman and chief executive officer on January 1, 2020. Mr. Corson has worked for Exxon Mobil Corporation and its predecessor companies since 1983 in various upstream and downstream assignments, with responsibilities in the United States, Hong Kong and London. In his previous position, Mr. Corson was vice-president of Exxon Mobil Corporation and president of ExxonMobil Upstream Ventures, a division of Exxon Mobil Corporation. | ||||||||||||||||||||
Calgary, Alberta, Canada Age: 62 Non-independent director Director since: September 17, 2019 Skills and experience: Leadership of large organizations, Operations/technical, Project management, Global experience, Strategy development, Environment and sustainability, Financial expertise, Government relations, Executive compensation, Risk management | Board and Standing Committee Membership | Attendance in 2023 | Voting Results of Last Annual Meeting | |||||||||||||||||
Board (Chair) | 8 of 8 (100%) | Votes For: | 522,575,825 (98.86%) | |||||||||||||||||
Votes Against: | 6,004,574 (1.14%) | |||||||||||||||||||
Total Votes: | 528,580,399 | |||||||||||||||||||
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d) | ||||||||||||||||||||
IMO Common Shares (% of class) | IMO Deferred Share Units (DSU) | Total Vested Equity Holdings (Common + DSU) | Restricted Stock Units (RSU) | Total Holdings* (Common + DSU + RSU) | ||||||||||||||||
Holdings as at February 15, 2024 (#) | 0 | 0 | 0 | 410,400 | 410,400 | |||||||||||||||
Total market value as at February 15, 2024 ($) | 0 | 0 | 0 | 33,365,520 | 33,365,520 | |||||||||||||||
Year over year change (#) | 0 | 0 | 0 | 86,800 | 86,800 | |||||||||||||||
*Meets the necessary share ownership requirements | ||||||||||||||||||||
Public Company Directorships in the Past Five Years* | Other Positions in the Past Five Years (position, date office held and status of employer) | |||||||||||||||||||
–None *no public board interlocks | –President, Imperial Oil Limited (2019 – present) –President, ExxonMobil Upstream Ventures (2015 – 2019) (Affiliate) |
SHARON R. DRISCOLL | ||||||||||||||||||||
Ms. Driscoll is currently an independent director of Empire Company Limited and also serves as a director of Gildan Activewear Inc. Prior to her retirement in 2023, Ms. Driscoll held executive positions at RB Global Incorporated, including chief financial officer, co-chief executive officer and executive vice-president and advisor to the chief executive officer. Prior to joining RB Global, Ms. Driscoll served as the executive vice-president and chief financial officer for Katz Group Canada Ltd. from 2013 to 2015 and was the senior vice-president and chief financial officer at Sears Canada Inc. from 2008 to 2013. Ms. Driscoll is a Chartered Professional Accountant and has a Bachelor of Commerce (Honours) degree from Queen’s University. | ||||||||||||||||||||
Vancouver, British Columbia, Canada Age: 62 Nonemployee director (independent) Director since: May 2, 2023 Skills and experience: Leadership of large organizations, Project management, Global experience, Strategy development, Environment and sustainability, Audit committee financial expert, Financial expertise, Executive compensation, Risk management | Board and Standing Committee Membership | Attendance in 2023 | Voting Results of Last Annual Meeting | |||||||||||||||||
Board | 4 of 4 (100%) | |||||||||||||||||||
Audit (Chair) | 2 of 2 (100%) | Votes For: | 526,032,840 (99.52%) | |||||||||||||||||
Executive resources | 5 of 5 (100%) | Votes against: | 2,547,559 (0.48%) | |||||||||||||||||
Safety and sustainability | 4 of 4 (100%) | Total Votes: | 528,580,399 | |||||||||||||||||
Nominations and corporate governance | 3 of 3 (100%) | |||||||||||||||||||
Finance | 5 of 5 (100%) | |||||||||||||||||||
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d) | ||||||||||||||||||||
IMO Common Shares (% of class) | IMO Deferred Share Units (DSU) | Total Vested Equity Holdings (Common + DSU) | Restricted Stock Units (RSU) | Total Holdings* (Common + DSU + RSU) | ||||||||||||||||
Holdings as at February 15, 2024 (#) | 0 | 1,122 | 1,122 | 3,300 | 4,422 | |||||||||||||||
Total market value as at February 15, 2024 ($) | 0 | 91,219 | 91,219 | 268,290 | 359,509 | |||||||||||||||
Year over year change (#) | 0 | 1,122 | 1,122 | 3,300 | 4,422 | |||||||||||||||
*Has 5 years from date of appointment to meet the necessary share ownership requirements | ||||||||||||||||||||
Public Company Directorships in the Past Five Years* | Other Positions in the Past Five Years (position, date office held and status of employer) | |||||||||||||||||||
–Gildan Activewear Ltd. (2023 - Present) –Empire Company Limited (2018 – Present) *no public board interlocks | –RB Global (formerly Ritchie Bros. Auctioneers Incorporated) Executive vice-president and advisor to CEO (2022 – 2023) –RB Global (formerly Ritchie Bros. Auctioneers Incorporated), Chief financial officer (2015 - 2022) –RB Global (formerly Ritchie Bros. Auctioneers Incorporated), Chief financial officer and Co-chief executive officer (2019) |
JOHN N. FLOREN | ||||||||||||||||||||
Mr. Floren is the former president and chief executive officer of Methanex Corporation, and prior to that appointment held the positions of senior vice-president, global marketing and logistics and regional director, marketing and logistics, North America. Mr. Floren was an employee of Methanex for approximately 22 years and has worked in the chemical industry for over 37 years. He currently serves as a director of West Fraser Timber Co. Ltd. Mr. Floren holds a Bachelor of Arts in Economics from the University of Manitoba and attended the Harvard Business School’s Program for Management Development, the International Executive Program at INSEAD and completed the Directors Education Program at the Institute of Corporate Directors. | ||||||||||||||||||||
Oakville, Ontario, Canada Age: 65 Nonemployee director (independent) Director since: May 2, 2023 Skills and experience: Leadership of large organizations, Operations/technical Project management, Global experience, Strategy development, Environment and sustainability, Financial expertise, Government relations Information technology/Cybersecurity oversight Executive compensation, Risk management | Board and Standing Committee Membership | Attendance in 2023 | Voting Results of Last Annual Meeting | |||||||||||||||||
Board | 4 of 4 (100%) | |||||||||||||||||||
Audit | 2 of 2 (100%) | Votes For: | 528,279,988 (99.94%) | |||||||||||||||||
Executive resources | 5 of 5 (100%) | Votes against: | 300,411 (0.06%) | |||||||||||||||||
Safety and sustainability (Chair) | 4 of 4 (100%) | Total Votes: | 528,580,399 | |||||||||||||||||
Nominations and corporate governance | 3 of 3 (100%) | |||||||||||||||||||
Finance | 5 of 5 (100%) | |||||||||||||||||||
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d) | ||||||||||||||||||||
IMO Common Shares (% of class) | IMO Deferred Share Units (DSU) | Total Vested Equity Holdings (Common + DSU) | Restricted Stock Units (RSU) | Total Holdings* (Common + DSU + RSU) | ||||||||||||||||
Holdings as at February 15, 2024 (#) | 0 | 1,122 | 1,122 | 3,300 | 4,422 | |||||||||||||||
Total market value as at February 15, 2024 ($) | 0 | 91,219 | 91,219 | 268,290 | 359,509 | |||||||||||||||
Year over year change (#) | 0 | 1,122 | 1,122 | 3,300 | 4,422 | |||||||||||||||
*Has 5 years from date of appointment to meet the necessary share ownership requirements | ||||||||||||||||||||
Public Company Directorships in the Past Five Years* | Other Positions in the Past Five Years (position, date office held and status of employer) | |||||||||||||||||||
–West Fraser Timber Co. Ltd. (2016 – present) –Methanex Corporation (2013 – 2022) *no public board interlocks | –Methanex Corporation, President and chief executive officer (2013 – 2022) |
GARY J. GOLDBERG | ||||||||||||||||||||
Mr. Goldberg has more than 40 years of global experience in the mining industry, including in executive, operational and strategic roles, and currently serves as a non-executive director of BHP Group Limited. Mr. Goldberg served as the chief executive officer of Newmont Corporation from 2013 to 2019, and prior to that, was president and chief executive officer of Rio Tinto Minerals. Mr. Goldberg was also a non-executive director of Port Waratah Coal Services Limited and Rio Tinto Zimbabwe, and served as vice-chair of the World Gold Council, treasurer of the International Council on Mining and Metals, and chair of the National Mining Association in the United States. | ||||||||||||||||||||
Breckenridge, Colorado, United States of America Age: 65 Nonemployee director (independent) Director since: May 2, 2023 Skills and experience: Leadership of large organizations, Operations/technical, Project management, Global experience, Strategy development, Environment and sustainability, Financial expertise, Government relations, Executive compensation, Risk management | Board and Standing Committee Membership | Attendance in 2023 | Voting Results of Last Annual Meeting | |||||||||||||||||
Board | 4 of 4 (100%) | |||||||||||||||||||
Audit | 2 of 2 (100%) | Votes For: | 528,282,636 (99.94%) | |||||||||||||||||
Executive resources (Chair) | 5 of 5 (100%) | Votes against: | 297,763 (0.06%) | |||||||||||||||||
Safety and sustainability | 4 of 4 (100%) | Total Votes: | 528,580,399 | |||||||||||||||||
Nominations and corporate governance | 3 of 3 (100%) | |||||||||||||||||||
Finance | 5 of 5 (100%) | |||||||||||||||||||
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d) | ||||||||||||||||||||
IMO Common Shares (% of class) | IMO Deferred Share Units (DSU) | Total Vested Equity Holdings (Common + DSU) | Restricted Stock Units (RSU) | Total Holdings* (Common + DSU + RSU) | ||||||||||||||||
Holdings as at February 15, 2024 (#) | 0 | 1,122 | 1,122 | 3,300 | 4,422 | |||||||||||||||
Total market value as at February 15, 2024 ($) | 0 | 91,219 | 91,219 | 268,290 | 359,509 | |||||||||||||||
Year over year change (#) | 0 | 1,122 | 1,122 | 3,300 | 4,422 | |||||||||||||||
*Has 5 years from date of appointment to meet the necessary share ownership requirements | ||||||||||||||||||||
Public Company Directorships in the Past Five Years* | Other Positions in the Past Five Years (position, date office held and status of employer) | |||||||||||||||||||
–BHP Group Limited (2020 – present) –Newmont Corporation (previously Newmont Mining Corporation) (2013 – 2019) *no public board interlocks | –Newmont Corporation, Executive advisor (2019 – 2020) –Newmont Corporation, Chief executive officer (2013 – 2019) |
NEIL A. HANSEN | ||||||||||||||||||||
Mr. Hansen is currently senior vice-president, energy products, for ExxonMobil Product Solutions Company and has held that position since April, 2022. He is responsible for the global fuels and aromatics value chains. Mr. Hansen has 24 years of financial and commercial experience across ExxonMobil's Upstream and Downstream businesses in the Americas, Europe, and Asia Pacific regions. Prior to his current position, Mr. Hansen was vice-president, fuels for Europe, Africa and Middle East based in Belgium and prior to that was vice-president investor relations and corporate secretary at ExxonMobil. | ||||||||||||||||||||
The Woodlands, Texas, United States of America Age: 49 Non-independent director Director since: Not currently a member of the board; first nomination for election as director Skills and experience: Leadership of large organizations, Project management, Global experience, Strategy development, Environment and sustainability, Financial expertise, Government relations, Executive compensation, Risk management | Board and Standing Committee Membership | Attendance in 2023 | Voting Results of Last Annual Meeting | |||||||||||||||||
Not currently a member of the board or any of its committees | None | Votes For: | n/a | |||||||||||||||||
Votes against: | n/a | |||||||||||||||||||
Total Votes: | n/a | |||||||||||||||||||
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d) | ||||||||||||||||||||
IMO Common Shares (% of class) | IMO Deferred Share Units (DSU) | Total Vested Equity Holdings (Common + DSU) | Restricted Stock Units (RSU) | Total Holdings* (Common + DSU + RSU) | ||||||||||||||||
Holdings as at February 15, 2024 (#) | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
Total market value as at February 15, 2024 ($) | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
Year over year change (#) | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
* No share ownership guidelines apply | ||||||||||||||||||||
Public Company Directorships in the Past Five Years* | Other Positions in the Past Five Years (position, date office held and status of employer) | |||||||||||||||||||
–None *no public board interlocks | –Senior vice-president, energy products, Exxon Mobil Product Solutions Company, (2022 – present) (Affiliate) –Vice-president, fuels, ExxonMobil Fuels & Lubricants Company, (2020 – 2022) (Affiliate) –Vice-president, investor relations and corporate secretary, Exxon Mobil Corporation (2018 – 2020) (Affiliate) |
MIRANDA C. HUBBS | ||||||||||||||||||||
Ms. Hubbs is currently an independent director of Nutrien Ltd. and also serves as a director of PSP Investments (Public Sector Pension Investment Board), Canadian Investment Regulatory Organization (CIRO) and serves as Chair of the board of the Canadian Red Cross. Prior to retirement in 2011, Ms. Hubbs was executive vice- president and managing director of McLean Budden, one of Canada’s leading investment managers. Ms. Hubbs holds a BSc from Western University and an MBA from Schulich School of Business at York University and is a CFA charterholder. Ms. Hubbs serves on the ICD Climate Strategy Advisory Board and the Global Risk Institute Sustainable Finance Advisory Committee, holds the Fundamentals of Sustainability Accounting credential from the Sustainability Accounting Standards Board, and has received her CERT Certificate in Cybersecurity Oversight issued by the Software Engineering Institute at Carnegie Mellon University. | ||||||||||||||||||||
Toronto, Ontario, Canada Age: 57 Nonemployee director (independent) Director since: July 26, 2018 Skills and experience: Global experience, Strategy development, Environment and sustainability, Audit committee financial expert, Financial expertise, Information technology/Cybersecurity oversight Executive compensation, Risk management | Board and Standing Committee Membership | Attendance in 2023 | Voting Results of Last Annual Meeting | |||||||||||||||||
Board | 8 of 8 (100%) | |||||||||||||||||||
Audit | 5 of 5 (100%) | Votes For: | 515,973,536 (97.62%) | |||||||||||||||||
Executive resources | 7 of 8 (88%) | Votes against: | 12,601,009 (2.38%) | |||||||||||||||||
Safety and sustainability | 5 of 5 (100%) | Total Votes: | 528,574,545 | |||||||||||||||||
Nominations and corporate governance (Chair) | 5 of 6 (83%) | |||||||||||||||||||
Finance | 5 of 5 (100%) | |||||||||||||||||||
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d) | ||||||||||||||||||||
IMO Common Shares (% of class) | IMO Deferred Share Units (DSU) | Total Vested Equity Holdings (Common + DSU) | Restricted Stock Units (RSU) | Total Holdings* (Common + DSU + RSU) | ||||||||||||||||
Holdings as at February 15, 2024 (#) | 0 | 18,736 | 18,736 | 17,400 | 36,136 | |||||||||||||||
Total market value as at February 15, 2024 ($) | 0 | 1,523,237 | 1,523,237 | 1,414,620 | 2,937,857 | |||||||||||||||
Year over year change (#) | 0 | 2,001 | 2,001 | 1,800 | 3,801 | |||||||||||||||
*Meets the necessary share ownership requirements | ||||||||||||||||||||
Public Company Directorships in the Past Five Years* | Other Positions in the Past Five Years (position, date office held and status of employer) | |||||||||||||||||||
–Nutrien Ltd. (2018 – present) *no public board interlocks | –None |
IMO Common Shares (% of class) | IMO Deferred Share Units (DSU) | Total Vested Equity Holdings (Common + DSU) | Restricted Stock Units (RSU) | Total Holdings * (Common + DSU + RSU) | ||||||
Holdings as at February 15, 2022 (#) | 0 | 0 | 0 | 234,600 | 234,600 | |||||
Total market value as at February 15, 2022 ($) | 0 | 0 | 0 | 13,090,680 | 13,090,680 | |||||
Year over year change (#) | 0 | 0 | 0 | 78,200 | 78,200 |
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d) | ||||||||||
IMO Common Shares (% of class) | IMO Deferred Share Units (DSU) | Total Vested Equity Holdings (Common + DSU) | Restricted Stock Units (RSU) | Total Holdings * (Common + DSU + RSU) | ||||||
Holdings as at February 15, 2022 (#) | 0 | 0 | 0 | 0 | 0 | |||||
Total market value as at February 15, 2022 ($) | 0 | 0 | 0 | 0 | 0 | |||||
Year over year change (#) | 0 | 0 | 0 | 0 | 0 |
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d) | ||||||||||
IMO Common Shares (% of class) | IMO Deferred Share Units (DSU) | Total Vested Equity Holdings (Common + DSU) | Restricted Stock Units (RSU) | Total Holdings * (Common + DSU + RSU) | ||||||
Holdings as at February 15, 2022 (#) | 0 | 51,161 | 51,161 | 17,200 | 68,361 | |||||
Total market value as at February 15, 2022 ($) | 0 | 2,854,784 | 2,854,784 | 959,760 | 3,814,544 | |||||
Year over year change (#) | 0 | 4,448 | 4,448 | 1,000 | 5,448 |
Attendance 2021 | Years* | |||||
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d) | ||||||||||
IMO Common Shares (% of class) | IMO Deferred Share Units (DSU) | Total Vested Equity Holdings (Common + DSU) | Restricted Stock Units (RSU) | Total Holdings * (Common + DSU + RSU) | ||||||
Holdings as at February 15, 2022 (#) | 0 | 14,383 | 14,383 | 12,300 | 26,683 | |||||
Total market value as at February 15, 2022 ($) | 0 | 802,571 | 802,571 | 686,340 | 1,488,911 | |||||
Year over year change (#) | 0 | 3,470 | 3,470 | 3,300 | 6,770 |
Attendance 2021 | Years* | |||||
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d) | ||||||||||
IMO Common Shares (% of class) | IMO Deferred Share Units (DSU) | Total Vested Equity Holdings (Common + DSU) | Restricted Stock Units (RSU) | Total Holdings * (Common + DSU + RSU) | ||||||
Holdings as at February 15, 2022 (#) | 1,000 (<0.01%) | 46,530 | 47,530 | 17,200 | 64,730 | |||||
Total market value as at February 15, 2022 ($) | 55,800 | 2,596,374 | 2,652,174 | 959,760 | 3,611,934 | |||||
Year over year change (#) | 0 | 4,325 | 4,325 | 1,000 | 5,325 |
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d) | ||||||||||
IMO Common Shares (% of class) | IMO Deferred Share Units (DSU) | Total Vested Equity Holdings (Common + DSU) | Restricted Stock Units (RSU) | Total Holdings * (Common + DSU + RSU) | ||||||
Holdings as at February 15, 2022 (#) | 55,000 (<0.01%) | 43,636 | 98,636 | 17,200 | 115,836 | |||||
Total market value as at February 15, 2022 ($) | 3,069,000 | 2,434,889 | 5,503,889 | 959,760 �� | 6,463,649 | |||||
Year over year change (#) | 0 | 4,248 | 4,248 | 1,000 | 5,248 |
Director | XOM Common Shares (#) | XOM Restricted Stock (#) (b) | Total Common Shares and Restricted Stock (#) | Total Market Value of Common Shares and Restricted Stock ($) (c) | ||||
B.W. Corson | 114,686 | 88,000 | 202,686 | 20,140,312 | ||||
M.R. Crocker | 15,938 | 102,250 | 118,188 | 11,743,994 | ||||
D.S. Sutherland | 5,730 | - | 5,730 | 569,373 |
Director | XOM Common Shares (#) | XOM Restricted Stock (#) (b) | Total Common Shares and Restricted Stock (#) | Total Market Value of Common Shares and Restricted Stock ($) (c) | ||||||||||
B.W. Corson | 129,044 | 59,700 | 188,744 | 26,417,156 | ||||||||||
M.R. Crocker (d) | 22,433 | 149,000 | 171,433 | 23,994,258 | ||||||||||
N.A. Hansen | — | 155,800 | 155,800 | 21,806,218 |
(c)The value for Exxon Mobil Corporation common shares and restricted stock is based on the closing price for Exxon Mobil Corporation common shares on the New York Stock Exchange of $103.73 U.S., which is converted to Canadian dollars at the daily rate of exchange of $1.3493 provided by the Bank of Canada for February 15, 2024. (d)M.R. Crocker is a current director and has chosen not to stand for re-election. Mr. Crocker does not hold any Imperial Oil Limited common shares, restricted stock units or deferred share units. |
Table of contents | |||||
Corporate governance disclosure | |||||
2023 Corporate governance highlights | |||||
Corporate governance at a glance | |||||
Statement of corporate governance practice | |||||
Composition of our board nominees | |||||
Tenure of our board nominees | |||||
Skills and experience of our board members and nominees | |||||
Independence of our board members and nominees | |||||
Committee membership of our board | |||||
Number of meetings | |||||
Attendance of our board members in 2023 | |||||
Other public company directorships of our board members and nominees | |||||
Interlocking directorships of our board nominees | |||||
Director qualification and selection process | |||||
Director orientation, education and development | |||||
Board performance assessment | |||||
Board and committee structure | |||||
Director compensation | |||||
Director compensation table | |||||
Outstanding share-based awards and option-based awards for directors | |||||
Incentive plan awards for directors - Value vested or earned during the year | |||||
Share ownership guidelines of independent directors and chairman, president and chief executive officer | |||||
Ethical business conduct | |||||
Restrictions on insider trading | |||||
Diversity | |||||
Shareholder engagement | |||||
Largest shareholder | |||||
Transactions with Exxon Mobil Corporation |
2023 Corporate governance highlights |
Corporate governance at a glance | |||||||
Controlled company | Yes | ||||||
Size of board | 7 | ||||||
Number of independent directors | 5 | ||||||
Women on board | 2 | ||||||
Average attendance of directors at board and committee meetings | |||||||
Lead director | Yes | ||||||
In camera sessions of independent directors at every board meeting | Yes | ||||||
Independent status of audit committee | 100% | ||||||
Audit committee members financially literate | All | ||||||
Independent status of executive resources committee | 83% | ||||||
Independent status of nominations and corporate governance committee | 83% | ||||||
Majority of independent directors on all committees | Yes | ||||||
Individual director elections | Yes | ||||||
Average tenure of director nominees (approximate) | |||||||
Average age of director nominees (approximate) | |||||||
Mandatory retirement age | 72 years | ||||||
Separate board chair and CEO | No | ||||||
Number of board interlocks | None | ||||||
No director serves on more than two boards of another reporting issuer | Yes | ||||||
Share ownership requirements for independent directors | Yes | ||||||
Share ownership requirements for chairman and chief executive officer | Yes | ||||||
Board orientation and education program | Yes | ||||||
Code of business conduct and ethics | Yes | ||||||
Board and committee charters | Yes | ||||||
Position descriptions for the chairman and chief executive officer, lead director and the chair of each committee | Yes | ||||||
Skills matrix for directors | Yes | ||||||
Annual board evaluation process | Yes | ||||||
Annual advisory vote on executive compensation | No | ||||||
Dual-class shares | No | ||||||
Change of control agreements | No |
The company continually reviews its governance practices and monitors regulatory changes. |
Name of director nominee | Years of service on the board | Year of expected retirement from the board for independent directors | ||||||||
D.W. Cornhill | 6 years | 2026 | ||||||||
B.W. Corson | 4 years | |||||||||
S.R. Driscoll | 1 year | |||||||||
J.N. Floren | 1 year | 2031 | ||||||||
G.J. Goldberg | 1 year | 2031 | ||||||||
— | ||||||||||
M.C. Hubbs | 2039 | |||||||||
Our directors and nominees bring a wide range of skills, diversity and experience. |
D.W. Cornhill | B.W. Cornhill Corson | M.R. Crocker (a) | S.R. Corson | J.N. Floren | G.J. Crocker | N.A. Hansen (b) | M.C. Hoeg | Mintz | Sutherland | |||||||||||||||||||||||||
Leadership of large organizations | ü | ü | ü | ü | ||||||||||||||||||||||||||||||
Operations / technical | ü | ü | ü | ü | ||||||||||||||||||||||||||||||
Project management | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||||
Global experience | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||||
Strategy development | ü | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||
Environment and sustainability | ü | ü | ü | ü | ||||||||||||||||||||||||||||||
Audit committee financial expert | ü | ü | ||||||||||||||||||||||||||||||||
Financial expertise | ü | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||
ü | ü | ü | ||||||||||||||||||||||||||||||||
Information technology / cybersecurity oversight | ü | ü | ||||||||||||||||||||||||||||||||
Executive compensation | ü | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||
Risk management | ü | ü | ü | ü |
Five out of seven of the director nominees are independent. |
Name of director (a) and/or nominee | Management | Independent | Not independent | independent | Reason for non-independent status | |||||||||||||||
D.W. Cornhill | ü | |||||||||||||||||||
B.W. Corson | ü | ü | B.W. Corson is a director and chairman, president and chief executive officer of Imperial Oil Limited. | |||||||||||||||||
M.R. Crocker (a) | ü | M.R. Crocker is an employee of Exxon Mobil Corporation. | ||||||||||||||||||
S.R. Driscoll | ü | |||||||||||||||||||
J.N. Floren | ü | |||||||||||||||||||
G.J. Goldberg | ü | |||||||||||||||||||
N.A. Hansen (b) | ü | N.A. Hansen is an employee of Exxon Mobil Corporation. | ||||||||||||||||||
M.C. Hubbs | ü | |||||||||||||||||||
Each standing committee is chaired by a different independent director and all of the independent directors are members of each committee. |
Director | Nominations and corporate governance committee | Audit committee (b) | Safety and sustainabilitycommittee (d) | Executive resources committee | Finance committee (d) | |||||||||||||||||||||
D.W. Cornhill (c) | ü | ü | ü | ü | ü Chair | |||||||||||||||||||||
— | and corporate governance committee | — | committee (b) | and corporate responsibility committee | resources committee | collaboration and engagement committee | ||||||||||||||||||||
— | ||||||||||||||||||||||||||
ü | ü | |||||||||||||||||||||||||
ü | ||||||||||||||||||||||||||
ü | Chair | ü | ||||||||||||||||||||||||
ü | ||||||||||||||||||||||||||
ü | ü | Chair | ü | |||||||||||||||||||||||
G.J. Goldberg | ü | ü | ü | ü Chair | ||||||||||||||||||||||
ü | ||||||||||||||||||||||||||
M.C. Hubbs (c) | ||||||||||||||||||||||||||
ü | ü | ü | ü | ü |
Board 10 | ||||||||
Audit committee | Executive resources committee | Public policy and corporate responsibility committee | Nominations and corporate governance committee | Community collaboration and engagement committee | ||||
5 | 6 | 3 | 7 | 1 |
Director | Board | Audit committee | Executive resources committee | Safety and sustainability committee (a)(b) | Nominations and corporate governance committee | Finance committee (b) | Annual meeting | Total | Percentage by director | ||||||||||||||||||||
D.W. Cornhill | 8 of 8 | 5 of 5 | 8 of 8 | 5 of 5 | 6 of 6 | 5 of 5 (chair) | 1 of 1 | 38 of 38 | 100% | ||||||||||||||||||||
B.W. Corson | 8 of 8 (chair) | — | — | — | — | — | 1 of 1 | 9 of 9 | 100% | ||||||||||||||||||||
M.R. Crocker | 8 of 8 | — | 8 of 8 | 5 of 5 | 6 of 6 | 5 of 5 | 1 of 1 | 33 of 33 | 100% | ||||||||||||||||||||
S.R. Driscoll (c) | 4 of 4 | 2 of 2 (chair) | 5 of 5 | 4 of 4 | 3 of 3 | 5 of 5 | 1 of 1 | 24 of 24 | 100% | ||||||||||||||||||||
J.N. Floren (c) | 4 of 4 | 2 of 2 | 5 of 5 | 4 of 4 (chair) | 3 of 3 | 5 of 5 | 1 of 1 | 24 of 24 | 100% | ||||||||||||||||||||
G.J. Goldberg (c) | 4 of 4 | 2 of 2 | 5 of 5 (chair) | 4 of 4 | 3 of 3 | 5 of 5 | 1 of 1 | 24 of 24 | 100% | ||||||||||||||||||||
K.T. Hoeg (d) | 3 of 3 | 3 of 3 | 3 of 3 | 1 of 1 | 3 of 3 | — | 1 of 1 | 14 of 14 | 100% | ||||||||||||||||||||
M.C. Hubbs | 8 of 8 | 5 of 5 | 7 of 8 | 5 of 5 | 5 of 6 (chair) | 5 of 5 | 1 of 1 | 36 of 38 | 95% | ||||||||||||||||||||
J.M. Mintz (d) | 3 of 3 | 3 of 3 | 3 of 3 | 1 of 1 | 3 of 3 | — | 1 of 1 | 14 of 14 | 100% | ||||||||||||||||||||
D.S. Sutherland (d) | 2 of 3 | 2 of 3 | 2 of 3 | 1 of 1 | 2 of 3 | — | 1 of 1 | 10 of 14 | 71% | ||||||||||||||||||||
Percentage by committee | 98% | 96% | 96% | 100% | 94% | 100% | 100% | 226 of 232 | Overall attendance 97% |
Director | Board | Audit committee | Executive resources committee | Public policy and corporate responsibility committee | Nominations and corporate governance committee | Community collaboration and engagement committee | Annual meeting | Total | Percentage by director | |||||||||||||||||||||||||
D.C. Brownell (a) | 4 of 4 | - | 3 of 3 | 1 of 1 | 2 of 2 | - | 1 of 1 | 11 of 11 | 100% | |||||||||||||||||||||||||
D.W. Cornhill | 10 of 10 | 5 of 5 | 6 of 6 | 3 of 3 | 7 of 7 (chair) | 1 of 1 | 1 of 1 | 33 of 33 | 100% | |||||||||||||||||||||||||
B.W. Corson | 10 of 10 (chair) | - | - | - | - | 1 of 1 | 1 of 1 | 12 of 12 | 100% | |||||||||||||||||||||||||
M.R. Crocker (b) | 6 of 6 | - | 3 of 3 | 2 of 2 | 5 of 5 | 1 of 1 | - | 17 of 17 | 100% | |||||||||||||||||||||||||
K.T. Hoeg | 10 of 10 | 5 of 5 (chair) | 6 of 6 | 3 of 3 | 7 of 7 | 1 of 1 | 1 of 1 | 33 of 33 | 100% | |||||||||||||||||||||||||
M.C. Hubbs | 10 of 10 | 5 of 5 | 6 of 6 | 3 of 3 | 7 of 7 | 1 of 1 (chair) | 1 of 1 | 33 of 33 | 100% | |||||||||||||||||||||||||
J.M. Mintz | 10 of 10 | 5 of 5 | 6 of 6 | 3 of 3 (chair) | 7 of 7 | 1 of 1 | 1 of 1 | 33 of 33 | 100% | |||||||||||||||||||||||||
D.S. Sutherland | 10 of 10 | 5 of 5 | 6 of 6 (chair) | 3 of 3 | 7 of 7 | 1 of 1 | 1 of 1 | 33 of 33 | 100% | |||||||||||||||||||||||||
Percentage by committee | 100% | 100% | 100% | 100% | 100% | 100% | 100% | 205 of 205 | Overall attendance 100% | |||||||||||||||||||||||||
No director or nominee serves on more than two boards of another reporting issuer. |
Name of director | Other reporting issuers of which director or nominee is also a director | Type of company | Stock symbol: Exchange | symbol: Exchange | Committee appointments | ||||||||||||||
D.W. Cornhill | AltaGas Ltd. | Diversified energy company | ALA:TSX | Environment, health and safety committee | |||||||||||||||
B.W. Corson | — | — | — | — | |||||||||||||||
— | — | ||||||||||||||||||
S.R. Driscoll | Empire Company Limited | Food retailing | EMP.A:TSX | ||||||||||||||||
Audit committee | |||||||||||||||||||
(chair), Nominating committee, and Corporate governance and social responsibility committee | |||||||||||||||||||
Gildan Activewear Inc. | Apparel and Luxury | GIL:TSX | Audit and finance committee, Compensation and human resources committee | ||||||||||||||||
J.N. Floren | West Fraser Timber Co. Ltd | Basic Materials- Forest Products | WFG:TSX | Health, safety and environment committee (chair), Human resources and compensation committee, and Governance and nominating committee | |||||||||||||||
G.J. Goldberg | BHP Group Limited | Basic Materials- Other industrial Metals and mining | BHP:ASX | Sustainability committee (chair) and Nominations and governance committee | |||||||||||||||
N.A. Hansen (b) | — | — | — | — | |||||||||||||||
M.C. Hubbs | Nutrien Ltd. | Fertilizer manufacturing | NTR:TSX, NYSE | Human resources and compensation committee and Safety and sustainability committee (chair) | |||||||||||||||
Steel Corporation | |||||||||||||||||||
The company regularly provides in-depth presentations to the directors on relevantand emerging issues and encourages continuing education opportunities. |
Directors | ● B.W. Corson (chair) | ● J.N. Floren | ||||||||||||||
● D.W. Cornhill | ● | |||||||||||||||
● M.R. Crocker | ● M.C. Hubbs | |||||||||||||||
● S.R. Driscoll | ||||||||||||||||
Number of meetings |
2023. | ||||||||||||
Board 2021 2023 | ● Welcomed three newly elected directors to the board. ● Approved changes to the composition of the committees of the board and updated charters to reflect mandates of those committees. ● Carried out site visits to Kearl, Stathcona refinery, and the Calgary research centre. ●Engaged in active oversight of company’s response to Kearl environmental protection order ●Regularly discussed industry activity, market updates and company initiatives. ● Regularly discussed operational and project updates.● Regularly discussed risk management and business controls environment.● Regularly reviewed information technology, systems and cybersecurity strategies (including trends, risks, preparedness, mitigation, response, system improvements and business continuity strategies) to assess the security and integrity of the company’s information, systems and assets.● Discussed comprehensive company strategy for all business lines, including a focus on capital allocation and discipline.● ● Provided oversight in support of safety, environmental performance and sustainability.● Regularly discussed climate change policies, risks, opportunities and ● Expanded existing mechanisms for recovering certain executive compensation in the event of a material negative financial restatement, by adopting new policy in compliance with new Rule 10D-1 of the US Securities Exchange Act of 1934. ● Reviewed various stages of key projects such as Kearl in-pit tailings, Kearl autonomous haul vehicles, Cold Lake Grand Rapids Phase 1, Enhanced Bitumen Recovery Technology pilot, and approved Strathcona’s renewable diesel | |||||||||||
Role in risk oversight | The company’s financial, execution and operational risk rests with management and the company is governed by well-established risk management systems. The board of directors are responsible for reviewing the company’s principal risks and overseeing the implementation of the appropriate systems to manage these risks. The board carefully considers these risks in evaluating the company’s strategic plans and specific proposals for capital expenditures and budget additions. It also approves and monitors compliance with the code of ethics and business conduct, and ensures that executive officers create a culture of integrity throughout the company. The board reviews the company’s information technology, systems and cybersecurity to ensure they adequately protect corporate information and assets. | |||||||||||
Disclosure policy | The company is committed to full, true and plain public disclosure of all material information in a timely manner, in order to keep security holders and the investing public informed about the company’s operations. The full details of the corporate disclosure policy can be found on the company’s internet site at www.imperialoil.ca | |||||||||||
Independence | The current board of directors is composed of seven directors, the majority of whom (five of seven) are independent. The five independent directors are not employees of the company. |
Committee members | ● S.R. Driscoll (chair) | ● J.N. Floren | ||||||||||
● M.C. Hubbs (vice-chair) | ● G.J. Goldberg | |||||||||||
● D.W. Cornhill | |||||||||
Number of meetings | Five meetings of the audit committee were held in pre-audit meeting also occurs prior to every regularly scheduled audit committee meeting with the chair of the audit committee and the chief financial officer and both the internal and external auditors. | ||||||||
Committee highlights in 2023 | ● Reviewed and recommended for approval the interim and full year financial and operating results.● Reviewed and assessed the company’s system of internal controls and auditing procedures, and the results of the internal auditor’s audit program.● Reviewed and assessed the external auditor plan, performance and fees.● Reviewed evolving regulations and reporting obligations.● Reviewed the committee’s mandate and completed the committee self-assessment.● Performed external auditor performance evaluation.● Ensured the effectiveness of controls and procedures and integrity of financial statements was maintained. | ||||||||
Financial expertise | The company’s board of directors has determined that D.W. Cornhill, National Instrument 52-110 Audit Committees | ||||||||
Role in risk oversight | The audit committee also has an important role in risk oversight. The audit committee oversees risks associated with financial and accounting matters, including compliance with legal and regulatory requirements, and the company’s financial reporting and internal controls systems. In addition, it reviews the scope of PricewaterhouseCoopers’ audit in light of risks associated with the energy industry, the regulatory environment and company-specific financial audit risks. The committee also reviews financial statements and internal and external audit results, and any changes proposed to accounting principles and practices. | ||||||||
Independence | The audit committee is composed entirely of independent directors. All members met board approved independence standards, as that term is defined in National Instrument 52-110 Audit Committees |
Committee members | ● G.J. Goldberg (chair) | ● S.R. Driscoll | ||||||||||||
● D.W. Cornhill (vice-chair) | ● J.N. Floren | |||||||||||||
● M.R. Crocker | ● | |||||||||||||
None of the members of the executive resources committee currently serves as a chief executive officer of another company. |
Number of meetings | ||||||||||||
2023. | ||||||||||||
Committee 2021 2023 | ● Evaluated performance and approved compensation for CEO and other executive officers. ● Approved overall compensation budget and incentive program for the company. ● Reviewed new policy relating to new Rule 10D-1 of the US Securities Exchange Act of 1934 for recovering certain executive compensation ● Reviewed ● | |||||||||||
Committee members relevant skills and experience | ||||||||||||
Role in risk oversight | The executive resources committee oversees the compensation programs and practices that are designed to encourage appropriate risk assessment and risk management. | |||||||||||
Independence | ||||||||||||
The members of the executive resources committee are independent, with the exception of M.R. Crocker, who is not considered to be independent under the rules of the U.S. Securities and Exchange Commission, Canadian securities rules and the rules of the NYSE American LLC due to his employment with Exxon Mobil Corporation. However, the Canadian Coalition for Good Governance’s policy, “Governance Differences of Equity Controlled Corporations”, views Mr. Crocker as a related director and independent of management and who may participate as a member of the company’s executive resources committee. Mr. Crocker’s participation helps to ensure an objective process for determining compensation of the company’s officers and directors and assists the deliberations of this committee by bringing the views and perspectives of the majority shareholder. |
Committee members | ● J.N. Floren (chair) | ● M.R. Crocker | ||||||||||||||
● G.J. Goldberg (vice-chair) | ● | |||||||||||||||
● D.W. Cornhill | ● M.C. Hubbs | |||||||||||||||
Number of meetings |
2023. | ||||||||||||
Committee 2021 2023 | ● Personnel and process safety systems, performance and incident ● Environmental performance review (greenhouse gas, other air emissions, water consumption).● Updates on material Canadian policy ● Updates on Pathways Alliance carbon capture utilization and ● Review of ● The company invested more than $17.5M in Canadian communities in 2022 as reported using the London Benchmark Group model – a global standard for measuring and reporting community investment. ● In 2023, the company contributed over $16.5M through community benefit agreements to Indigenous communities. ● The company surpassed $5 billion in spending with Indigenous business since 2008, achieving the highest annual Indigenous business spend in 2023. ● Celebrated 20 years of support for Indspire, an organization that invests in the education of First Nations, Inuit and Métis people in Canada in 2023. Through the company's support, Indspire has provided scholarships to more than 500 Indigenous students. | |||||||||||
Role in risk oversight | The | |||||||||||
Independence | ||||||||||||
The members of the |
Committee members | ● M.C. Hubbs (chair) | ● M.R. Crocker | ||||||||||||
● J.N. Floren (vice-chair) | ● S.R. Driscoll | |||||||||||||
● D.W. Cornhill | ● | |||||||||||||
Number of meetings | 2023. | |||||||||||||
Committee highlights in 2021 2023 | ● Approval of the statement of corporate governance practices.● Engagement in board and committee self-assessment.● ● Continued oversight and ● Recommendation for changes to the composition of the committees of the board and recommendations for changes to the charters to reflect mandates of those committees. | |||||||||||||
Role in risk oversight | The nominations and corporate governance committee oversees risk by implementing an effective program for corporate governance, including board composition and succession planning. | |||||||||||||
Independence | ||||||||||||||
The members of the nominations and corporate governance committee are independent, with the exception of M.R. Crocker, who is not considered to be independent under the rules of the U.S. Securities and Exchange Commission, Canadian securities rules and the rules of the NYSE American LLC due to his employment with Exxon Mobil Corporation. However, the Canadian Coalition for Good Governance’s policy, “Governance Differences of Equity Controlled Corporations”, views Mr. Crocker as a related director and independent of management and who may participate as a member of the company’s nominations and corporate governance committee. Mr. Crocker’s participation helps to ensure an objective nominations process and assists the deliberations of this committee by bringing the views and perspectives of the majority shareholder. |
Committee members | ● D.W. Cornhill (chair) | ● J.N. Floren | ||||||||||||||||
● S.R. Driscoll (vice-chair) | ● G.J. Goldberg | |||||||||||||||||
● M.R. Crocker | ● M.C. Hubbs | |||||||||||||||||
Number of meetings | Five meetings of the finance committee were held in 2023. | |||||||||||||||||
Committee highlights in 2023 | ● Review and recommendation of the company’s corporate and finance plans including the capital budget. | ● Review and recommendation of dividend declarations. | ||||||||||||||||
● | ||||||||||||||||||
Review and recommendation of share buyback programs. | ||||||||||||||||||
Role in risk oversight | The finance committee oversees risk by implementing and overseeing effective policies, practices and procedures, and by carefully considering various risk and other factors in connection with specific proposals for capital expenditures, budget additions and strategic initiatives and plans. | |||||||||||||||||
The |
Directors’ compensation is intended to align the long-term financial interests of the directors with those of the shareholders. |
Energy | Non-energy | |||||
Canadian Natural Resources Limited | Air Canada | |||||
Cenovus Energy Inc. | BCE Inc. | |||||
Canadian National Railway Company | ||||||
Ovintiv Inc. | Nutrien Ltd. | |||||
Parkland Fuel Corporation | ||||||
Royal Bank of Canada | ||||||
Suncor Energy Inc. | Teck Resources Limited | |||||
TC Energy Corporation | ||||||
TELUS Corporation | ||||||
Director compensation | ||||||||
Annual retainer terms: (a) | ||||||||
Cash retainer: | ||||||||
Board membership | $110,000 annually | |||||||
Committee chair | None | |||||||
Equity based compensation: | ||||||||
3,300 units | ||||||||
( th th | ||||||||
anniversary |
Director | Election for 2023 director’s fees in cash (%) | Election for 2023 director’s fees in deferred share units (%) | ||||||
D.W. Cornhill | 0 | 100 | ||||||
S.R. Driscoll (a) | 0 | 100 | ||||||
J.N. Floren (a) | 0 | 100 | ||||||
G.J. Goldberg (a) | 0 | 100 | ||||||
K.T. Hoeg (b) | 0 | 100 | ||||||
M.C. Hubbs | 0 | 100 | ||||||
J.M. Mintz (b) | 0 | 100 | ||||||
D.S. Sutherland (b) | 0 | 100 |
Director | Election for 2021 director’s fees in cash (%) | Election for 2021 director’s fees in deferred share units (%) | ||
D.W. Cornhill | 22 | 78 | ||
K.T. Hoeg | 0 | 100 | ||
M.C. Hubbs | 0 | 100 | ||
J.M. Mintz | 0 | 100 | ||
D.S. Sutherland | 0 | 100 |
Director (a) | Annual retainer for board membership and special committee ($) (b) | Restricted stock units (RSU) (#) | Total fees paid in cash ($) (c) | Total value of deferred share units (DSU) ($) (d) | Total value of restricted stock units (RSU) ($) (e) | All other compen- sation ($) (f) | Total compensation ($) | |||||||
D.W. Cornhill | 125,000 | 3,300 | 27,500 | 97,500 | 145,464 | 20,209 | 290,673 | |||||||
K.T. Hoeg | 120,000 | 3,300 | 0 | 120,000 | 145,464 | 65,389 | 330,853 | |||||||
M.C. Hubbs | 120,000 | 3,300 | 0 | 120,000 | 145,464 | 20,829 | 286,293 | |||||||
J.M. Mintz | 120,000 | 3,300 | 0 | 120,000 | 145,464 | 60,695 | 326,159 | |||||||
D.S. Sutherland | 120,000 | 3,300 | 0 | 120,000 | 145,464 | 57,760 | 323,224 |
Director (a) | Annual retainer for board membership ($) (b) | Restricted stock units (RSU) (#) | Total fees paid in cash ($) (c) | Total value of deferred share units (DSU) ($) (d) | Total value of restricted stock units (RSU) ($) (e) | All other compen- sation ($) (f) | Total compensation ($) | ||||||||||||||||
D.W. Cornhill | 110,000 | 3,300 | — | 110,000 | 254,496 | 58,331 | 422,827 | ||||||||||||||||
S.R. Driscoll | 82,500 | 3,300 | — | 82,500 | 254,496 | 673 | 337,669 | ||||||||||||||||
J.N. Floren | 82,500 | 3,300 | — | 82,500 | 254,496 | 673 | 337,669 | ||||||||||||||||
G.J. Goldberg | 82,500 | 3,300 | — | 82,500 | 254,496 | 673 | 337,669 | ||||||||||||||||
K.T. Hoeg (b) | 55,000 | — | — | 55,000 | — | 85,346 | 140,346 | ||||||||||||||||
M.C. Hubbs | 110,000 | 3,300 | — | 110,000 | 254,496 | 62,032 | 426,528 | ||||||||||||||||
J.M. Mintz (b) | 55,000 | — | — | 55,000 | — | 80,009 | 135,009 | ||||||||||||||||
D.S. Sutherland (b) | 55,000 | — | — | 55,000 | — | 102,176 | 157,176 |
Name (a) | Fees earned ($)(b) | Share- based awards ($) (c) | Option- based awards ($) | Non-equity incentive plan compensation ($) | Pension value ($) | All other compensation ($) (d) | Total ($) | Name (a) | Fees earned ($)(b) | Share- based awards ($) (c) | Option- based awards ($) | Non-equity incentive plan compensation ($) | Pension value ($) | All other compensation ($) (d) | Total ($) | ||||||||||||||||||||||
D.W. Cornhill | 27,500 | 242,964 | - | - | - | 20,209 | 290,673 | D.W. Cornhill | — | 364,496 | — | 58,331 | 422,827 | ||||||||||||||||||||||||
S.R. Driscoll | S.R. Driscoll | — | 336,996 | — | 673 | 337,669 | |||||||||||||||||||||||||||||||
J.N. Floren | J.N. Floren | — | 336,996 | — | 673 | 337,669 | |||||||||||||||||||||||||||||||
G.J. Goldberg | G.J. Goldberg | — | 336,996 | — | 673 | 337,669 | |||||||||||||||||||||||||||||||
K.T. Hoeg | 0 | 265,464 | - | - | - | 65,389 | 330,853 | K.T. Hoeg | — | 55,000 | — | 85,346 | 140,346 | ||||||||||||||||||||||||
M.C. Hubbs | 0 | 265,464 | - | - | - | 20,829 | 286,293 | M.C. Hubbs | — | 364,496 | — | 62,032 | 426,528 | ||||||||||||||||||||||||
J.M. Mintz | 0 | 265,464 | - | - | - | 60,695 | 326,159 | J.M. Mintz | — | 55,000 | — | 80,009 | 135,009 | ||||||||||||||||||||||||
D.S. Sutherland | 0 | 265,464 | - | - | - | 57,760 | 323,224 | D.S. Sutherland | — | 55,000 | — | 102,176 | 157,176 |
Five-year look back at total compensation paid to nonemployee directors | ||
Year | Amount ($) | |
2017 | 1,351,454 | |
2018 | 1,500,739 | |
2019 | 1,251,395 | |
2020 | 1,073,527 | |
2021 | 1,557,202 |
Five-year look back at total compensation paid to nonemployee directors | |||||
Year | Amount ($) | ||||
2019 | 1,251,395 | ||||
2020 | 1,073,527 | ||||
2021 | 1,557,202 | ||||
2022 | 2,153,807 | ||||
2023 | 2,294,893 |
Option-based awards | Share-based awards | |||||||||||||||||||||||||||||||
Option-based awards | Share-based awards | |||||||||||||||||||||||||||||||
Name (a) | Number of securities underlying unexercised options (#) | Option exercise price ($) | Option expiration date | Value of unexercised in-the- money options ($) | Number of shares or units of shares that have not vested (#) (b) | Market or payout value of share-based awards that have not vested ($) (c) | Name (a) | Number of securities underlying unexercised options (#) | Option exercise price ($) | Option expiration date | Value of unexercised in-the- money options ($) | Number of shares or units of shares that have not vested (#) (c) | Market or payout value of share-based awards that have not vested ($) (d) | |||||||||||||||||||
D.W. Cornhill | - | - | - | - | 25,853 | 1,179,429 | D.W. Cornhill | — | 33,917 | 2,560,055 | ||||||||||||||||||||||
K.T. Hoeg | - | - | - | - | 68,361 | 3,118,644 | ||||||||||||||||||||||||||
S.R. Driscoll | S.R. Driscoll | — | 4,422 | 333,773 | ||||||||||||||||||||||||||||
J.N. Floren | J.N. Floren | — | 4,422 | 333,773 | ||||||||||||||||||||||||||||
G.J. Goldberg | G.J. Goldberg | — | 4,422 | 333,773 | ||||||||||||||||||||||||||||
K.T. Hoeg (b) | K.T. Hoeg (b) | — | 16,700 | 1,260,516 | ||||||||||||||||||||||||||||
M.C. Hubbs | - | - | - | - | 26,683 | 1,217,292 | M.C. Hubbs | — | 36,136 | 2,727,545 | ||||||||||||||||||||||
J.M. Mintz | - | - | - | - | 63,730 | 2,907,383 | ||||||||||||||||||||||||||
D.S. Sutherland | - | - | - | - | 60,836 | 2,775,346 | ||||||||||||||||||||||||||
J.M. Mintz (b) | J.M. Mintz (b) | — | 16,700 | 1,260,516 | ||||||||||||||||||||||||||||
D.S. Sutherland (b) | D.S. Sutherland (b) | — | 16,700 | 1,260,516 |
Name (a) | Option-based awards Value the year ($) | Share-based awards – Value ($) (b) | Non-equity incentive plan ($) | |||||||||||
D.W. Cornhill | — | 116,211 | — | |||||||||||
— | ||||||||||||||
J.N. Floren | — | — | — | |||||||||||
G.J. Goldberg | — | — | — | |||||||||||
K.T. Hoeg | — | |||||||||||||
M.C. Hubbs | — | 116,211 | — | |||||||||||
— | ||||||||||||||
D.S. Sutherland | — |
Minimum share ownership requirement | Time to fulfill | |||||||
Chairman, president and chief executive officer | 5 x base salary | Within 3 years of appointment | ||||||
Independent directors | 16,500 shares | Within 5 years of initial appointment |
Director | Director since | Amount acquired since last report (February 17, (#)2021 to February 15, 2022) | Total holdings (includes commo n shares, deferred share units and restricted stock units) (#) | Market value of total holdings (a) ($) | Minimum shareholding requirement | Minimum requirement met | ||||||
D.W. Cornhill | November 29, 2017 | 6,069 | 38,353 | 2,140,097 | 16,500 | Yes | ||||||
B.W. Corson | September 17, 2019 | 78,200 | 234,600 | 13,090,680 | Five times base salary | Yes | ||||||
K.T. Hoeg | May 1, 2008 | 5,448 | 68,361 | 3,814,544 | 16,500 | Yes | ||||||
M.C. Hubbs | July 26, 2018 | 6,770 | 26,683 | 1,488,911 | 16,500 | Yes | ||||||
J.M. Mintz | April 21, 2005 | 5,325 | 64,730 | 3,611,934 | 16,500 | Yes | ||||||
D.S. Sutherland | April 29, 2010 | 5,248 | 115,836 | 6,463,649 | 16,500 | Yes | ||||||
Total accumulated holdings (#) and value of directors’ holdings ($) | 548,563 | $30,609,815 |
Director | Director since | Amount acquired since last report (February 9, 2023 to February 15, 2024) (#) | Total holdings (includes common shares, deferred share units and restricted stock units) (#) | Market value of total holdings (a) ($) | Minimum shareholding requirement | Minimum requirement met | ||||||||||||||
D.W. Cornhill | November 29, 2017 | 3,709 | 46,417 | 3,773,702 | 16,500 | Yes | ||||||||||||||
B.W. Corson | September 17, 2019 | 86,800 | 410,400 | 33,365,520 | Five times base salary | Yes | ||||||||||||||
S.R. Driscoll | May 2, 2023 | 4,422 | 4,422 | 359,509 | 16,500 | Yes (b) | ||||||||||||||
J.N. Floren | May 2, 2023 | 4,422 | 4,422 | 359,509 | 16,500 | Yes (b) | ||||||||||||||
G.J. Goldberg | May 2, 2023 | 4,422 | 4,422 | 359,509 | 16,500 | Yes (b) | ||||||||||||||
M.C. Hubbs | July 26, 2018 | 3,801 | 36,136 | 2,937,857 | 16,500 | Yes | ||||||||||||||
Total accumulated holdings (#) and value of directors’ holdings ($) | 506,219 | 41,155,606 |
The company is committed to high ethical standards through its policies and practices. |
Commitment to stringent safeguards with trading restrictions and reporting for company insiders. |
The company has a long history of valuing diversity on the board and in its executive management. |
Designated group (a) | Number | Percent (%) | |||||||||
Women | |||||||||||
2 of 7 (board and nominees) | 29 | ||||||||||
2 of 5 (independent directors) | 40 | ||||||||||
Aboriginal peoples | 0 of 7 | 0 | |||||||||
Persons with disabilities | 0 of 7 | 0 | |||||||||
Members of visible minorities | 0 of 7 | 0 |
Designated group (a) | Number | Percent (%) | ||||||||
Women | 10 of 23 | 43 | ||||||||
0 of 23 | ||||||||||
Persons with disabilities | 0 of | 0 | ||||||||
Members of visible minorities | 2 of 23 |
Shareholder engagement strategy focuses on wide-ranging dialogue between shareholders and management. |
Exxon Mobil Corporation is the majority shareholder of the company, holding 69.6% of the company’s shares. |
Bradley W. Corson, | ||||||
Position held at the end of Chairman, president and chief executive officer (2020 – Present) Other positions in the past five years President (2019 – President, ExxonMobil Upstream Ventures (2015 – 2019) | ||||||
Calgary, Alberta, Canada | ||||||
Daniel E. Lyons, | ||||||
Position held at the end of Senior vice-president, finance and administration, and controller (2018 – Present) Other positions in the past five years No other positions in the last five years | ||||||
Calgary, Alberta, Canada | ||||||
Simon P. Younger, | ||||||
Position held at the end of Senior vice-president, upstream (2020 – Present) Other positions in the past five years Vice-president, production, upstream (2019 – 2020) Senior planning advisor, corporate strategic planning, upstream, Exxon Mobil Corporation (2017 – 2019) | ||||||
Calgary, Alberta, Canada | ||||||
Bruce A. Jolly, | ||||||
Position held at the end of ( Other positions in the past five years Assistant controller (2019 – 2023) Upstream controller (2018 – 2019) | ||||||
Calgary, Alberta, Canada | ||||||
Position held ( Other positions in the past five years (2021 – 2023) Fuels manager, Central and Eastern Canada, fuels and lubricants ( | ||||||
Calgary, Alberta, Canada | ||||||
Kristi L. Desjardins, 50 | ||||||
Calgary, Alberta, Canada | ||||||
Position held Vice-president, human resources( Other positions in the past five years | ||||||
Human resources services manager, global human resources operations, Exxon Mobil Corporation (2018 – 2020) | ||||||
Constance D. Gemmell, | ||||||
Calgary, Alberta, Canada | ||||||
Position held Director, corporate tax (2018 – Present) Other positions in the past five years |
Calgary, Alberta, Canada | Position held Vice-president, (2020 – Present) Other positions in the past five years | |||||
Assistant general counsel, downstream and corporate departments and corporate secretary (2019 – 2020) | ||||||
Christopher Leyerzapf, 48 | Position held (date office held): Assistant (2023 – Present) Other positions in the past five years (position, date office held and status of employer): Upstream controller (2021 – 2023) Upstream business analysis and reporting manager (2019 – 2021) Senior financial advisor, upstream corporate reporting, Exxon Mobil Corporation(2018 – 2019) (affiliate) | |||||
Calgary, Alberta, Canada | ||||||
Eloissa D. Wells, 43 | Position held (date office held): Vice-president, chemicals and Sarnia site complex manager ( Other positions in the past five years (position, date office held and status of employer): US and Canada commercial fuel sales and marketing manager, product solutions, fuels value chain, Exxon Mobil Corporation (2021 – 2023) (affiliate) Business analysis and reporting manager, controllers, Exxon Mobil Corporation (2019 – 2021) (affiliate) Baton Rouge fuels refinery process department head, Baton Rouge refinery, Exxon Mobil Corporation (2017 – 2019) (affiliate) | |||||
Sarnia, Ontario, Canada | ||||||
Compensation design | |||||
Approach to executive compensation | |||||
Strong governance practices | |||||
Overview | |||||
Accountability and performance | |||||
Long-term award program | |||||
Bonus program | |||||
Salary program | |||||
Determining compensation | |||||
Annual benchmarking | |||||
2023 business performance | |||||
Performance graph | |||||
2023 compensation actions | |||||
Other compensation elements | |||||
Retirement plans | |||||
Award vesting and share utilization | |||||
Granting practices | |||||
Amendments | |||||
Risk and governance | |||||
Executive stock ownership | |||||
Forfeiture provisions | |||||
Clawback policies | |||||
Anti-hedging policy | |||||
Severance agreements | |||||
Change-in-control | |||||
Definitions and frequently used terms | |||||
Executive compensation tables | |||||
Summary compensation table | |||||
Outstanding equity awards | |||||
Incentive plan awards – Value vested or earned | |||||
Equity compensation plan information | |||||
RSUs as a percentage of outstanding shares | |||||
Annual burn rate | |||||
Status of prior long-term incentive plans | |||||
Pension plan benefits | |||||
Other compensation elements |
The compensation and discussion analysis and executive compensation tables outline Imperial's executive compensation program and process for determining pay as it applies to the named executive officers (NEOs). For 2023, named executive officers were: | ||||||||
Brad W. Corson Chairman, president, and chief executive officer | ||||||||
Daniel E. Lyons Senior vice-president, finance and administration, and controller | ||||||||
Simon P. Younger Senior vice-president, upstream | ||||||||
Bruce A. Jolly Treasurer | ||||||||
Sherri L. Evers Senior vice-president, sustainability, commercial development, and product solutions |
G.J. Goldberg, Chair, executive resources committee |
✓ Extensive stock ownership | ✗ No severance agreements | ||||
✓ Significant pay at risk | ✗ No change-in-control arrangements | ||||
✓ Strong forfeiture provisions | ✗ No guaranteed bonuses | ||||
✓ Clawback policy | ✗ No additional stock grants to balance losses in value | ||||
✓ Anti-hedging policy | ✗ No accelerated vesting at retirement | ||||
✓ Annual assessment of compensation design |
•Board reviews and approves corporate goals and objectives annually; integrated into company's plan cycle. •Goals are cascaded at each level, tailored for area of responsibility; annual assessment versus planned goals results in differentiated pay outcomes. | |||||||||||||||||
•Restricted stock units for senior executives represent a higher percentage of total direct compensation1, reflective of the impact of their decisions, and resulting in increased pay-at-risk. | |||||||||||||||||
Restricted stock units | Annual bonus | Base salary | |||||||||||||||
Percent of NEO total direct compensation | •Over 50 percent | ||||||||||||||||
Intent | •Link pay to returns of long-term shareholders | ||||||||||||||||
Key | Design Features | •Paid in year of grant •Bonus award pool reflective of business performance •Individual award further determined by individual performance and pay grade •Full award subject to clawback | •Increase determined by individual performance, experience, and pay grade •Ties directly to long-term benefits | ||||||||||||||
Determining compensation | |||||||||||||||||
Annual compensation benchmarking | Page 167 | |||||||||||||||||
Business performance | Page 168 | |||||||||||||||||
Performance Dimension | Measurement | ||||||||||||||||
•Progress toward strategic objectives –Financial performance –Energy transition –Business portfolio | •Demonstrated leadership and | ||||||||||||||||
•Balances progress toward strategic objectives, business results, individual performance, and competitiveness of pay, taking into account experience in position |
Long-term strategic objectives | |||||
Operations performance | Deliver industry-leading performance in safety, environmental performance, and reliability | ||||
Financial performance | Deliver industry-leading earnings and cash flow growth | ||||
Energy transition | Reduce GHG emissions intensity at our operated assets and in hard-to-decarbonize sectors | ||||
Business portfolio | Optimize existing business portfolio, resilient to a transitioning energy system |
Plan goals and objectives are cascaded throughout the Goals and objectives are reviewed with senior management annually and reinforced through periodic stewardship reviews and the Leaders are held accountable to deliver on plan goals and objectives across all performance dimensions within the context of the company's strategic objectives. This sets a high performance threshold. Where faced with trade-offs across different priorities, these are discussed with senior management. |
Design adaptable to evolving strategic priorities through integration in the |
Recognizing the complexity and meeting society's need for affordable products that support modern life. |
Disciplined approach holds executives accountable for business results and progressing strategic objectives, balancing short- and long-term activities |
Through long restriction periods, Imperial executives are incentivized to take a long-term view in decision making |
Business model alignment Long investment lead times and complex risk management landscape require long-term view | Shareholder alignment Majority of executive pay delivered in restricted stock units, aligning realized pay level with returns of long-term shareholders | Accountability Restriction periods and risk of forfeiture drive focus on long-term shareholder value creation while managing risk | ||||||||||||
Longest restriction periods in any industry Applying performance measures at grant enables restriction periods of up to 10 years | Highest standards of performance Performance assessed against pre-established goals and objectives, results tie directly to award level | Ability to retain key talent Executives unable to monetize significant portion of pay, creating large “buyout" hurdle | ||||||||||||
•Recognized as one of Canada's top employers by Mediacorp Canada Inc. for the fourth consecutive year, and | |||||
Commitment to sustainability | |||||
•Published Imperial's Advancing Climate Solutions and Corporate Sustainability Reports. •Continued to progress the company's goals to reduce emissions intensity at its operated oil sands by 30% by 2030 compared with 2016 levels, and to achieve net zero (scope 1 and 2) by 2050 in operated assets through collaboration with government and industry partners. •Established Low Carbon Solutions organization, focused on •Progressed Pathways foundational carbon storage hub project to provide crucial infrastructure to support oil sands emission reductions. •Achieved start-up of the •Received first-ever shipment of renewable diesel at Kearl for use in mine fleet as part of the company's ongoing effort to reduce emissions and •Through Imperial's partnership, E3 Lithium commissioned the •Reached new milestone with $4.6 billion spent on Indigenous businesses since 2008. |
Financial performance | ||||||
•Strong operating performance and reliability performance. |
•Generated substantial cash with $3.7 billion in cash flow from operating activities, and $6.4 billion in cash flow from operating activities excluding the •Increased quarterly dividend to $0.50 per share in the second quarter, increasing the annual dividend paid for the 29th consecutive year. The dividend of $0.50 per share represents a 14% increase year over year. •Total shareholder returns of $4.9 billion; including dividends of $1.1 billion and share repurchases of $3.8 billion which includes a substantial issuer bid of $1.5 billion, and the accelerated completion of the company’s normal course issuer bid. | |||||
Upstream operations performance | |||||
•In response to off-lease seepage at Kearl, the company expanded monitoring, interception and collection systems. The company also increased communications and engagement with local communities. •Produced 413,000 gross oil-equivalent barrels per day of full-year upstream production; driven by strong operations and a continued focus on low capital high return investments. •Kearl’s full year production was the highest in the asset’s history, bringing full year production to 270,000 gross oil-equivalent barrels per day (191,000 barrels Imperial's share). •Achieved best-ever quarterly production at Kearl of 308,000 gross oil-equivalent barrels per day (218,000 barrels Imperial's share) in the fourth quarter, and best-ever single-day production at Kearl of 363,000 gross oil-equivalent barrels per day (258,000 barrels Imperial's share) on December 25th. •Completed conversion of last remaining haul trucks at Kearl to autonomous operation, which helped capture significant improvements to truck productivity and workforce safety. •Produced 135,000 gross oil-equivalent barrels per day of full-year production at Cold Lake. •Started-up steam-injection at Cold Lake Grand Rapids Phase 1, which will be the first solvent-assisted SAGD project in industry and is expected to reduce greenhouse gas emissions intensity by up to 40% compared to existing cyclic steam simulation technology. •Produced 76,000 gross oil-equivalent barrels per day of full-year production at Syncrude. •Advanced field trial of our Enhanced Bitumen Recovery Technology at Aspen to validate the technology and prepare for commercial use. This solvent technology has the potential to reduce greenhouse gas emissions intensity by 60% versus SAGD production. | |||||
Downstream and Chemical operations performance | |||||
•Achieved average throughput of 407,000 barrels per day with refinery capacity utilization of 94 percent, while completing significant turnaround activity on schedule and under budget at both the Strathcona and Sarnia refineries. •Achieved several full-year production records across the company's refineries. •Approved $720 million project to construct largest renewable diesel facility in Canada, located at Strathcona refinery, and commenced facility construction with renewable diesel production expected to begin in 2025. •Reliable operational performance supported Chemicals net income of $164 million. |
than those in use by comparator companies. |
Plan | Description | ||||
Savings plan | •Employees with more than one year of service may contribute between 1 and 30 percent of normal earnings via payroll deductions. •The company provides matching contributions up to 6% which vary depending on the amount of employee contributions and which defined benefit pension arrangement the employee participates. •Employee and company contributions can be allocated in any combination to a non-registered (tax-paid) account, or a registered (tax-deferred) group retirement savings plan (RRSP), subject to contribution limits under the Income Tax Act. | ||||
Registered pension plan | •The company provides a registered defined pension benefit when leaving the company if age, service, and other provisions under the plan are met. •Benefit available in various annuity forms upon retirement. •Subject to income tax regulations that impose limits on the amounts that can be paid from a registered plan. •Provides for pension benefits accrual only until December 1st in the year the employee reaches the age of 71. •The company does not grant additional pension service credit. | ||||
Supplemental pension arrangement | •Addresses any portions of the defined benefit that cannot be paid from the registered plan due to income tax regulations. •Executive officers who receive an annual bonus, can also receive an annual supplemental pension benefit resulting from the annual bonus. •May be taken as a lump sum or an annuity. •Not payable if an employee resigns or is terminated with cause before reaching retirement eligibility. |
Compensation program underpinned by strong governance practices that discourage inappropriate risk taking |
Executive stock ownership | •Long holding periods on restricted stock units (RSUs) results in executives maintaining significant stock ownership during employment and for 7 years into retirement, with a longer holding period for the chairman, president and chief executive officer up to 10 years into retirement. | ||||
Significant pay at risk | •Uniquely long restriction periods on RSUs substantially increase the percentage of career compensation at risk well into retirement. | ||||
Strong forfeiture provisions | •Unvested RSUs are at risk of forfeiture in the event of resignation, termination of employment, early retirement and/or detrimental activity, even if such detrimental activity occurs or is discovered after retirement. | ||||
Clawback policies | •In the event of a material negative restatement of the company's reported financial or operating results, the Board is authorized to take actions it deems necessary and •Policies reflect the company's high ethical standards and | ||||
Anti-hedging/derivative policy | •Company policy prohibits all employees, including executives, and directors, from being a party to a derivative or similar financial instrument, including puts, calls, or other options, future or forward contracts, or equity swaps or collars, with respect to the company or Exxon Mobil Corporation stock. | ||||
Annual assessment of compensation design | •The executive resources committee ("committee") reviews the effectiveness and competitiveness of the compensation program design annually, and approves annual compensation recommendations for each named executive officer prior to implementation. •The committee is responsible for overseeing the compensation program and practices that are designed to encourage appropriate risk assessment and risk management. For further discussion on the company's risk management system and oversight, see "Risk oversight" on page 133. | ||||
Independent compensation consultant | •In 2023, the committee did not retain an independent consultant or advisor in determining compensation for any of the company’s officers or any other senior executives. • The company’s management retained an independent consultant to provide an assessment of competitive compensation and market data for all salaried levels of employees in the company. While providing this data, they did not provide individual compensation recommendations or advice for the compensation of the chairman, president, and chief executive officer or other senior executives. |
No severance agreements | •The company does not have written employment contracts or any other agreement with it's named executive officers providing for payments on change in control or termination of employment. | ||||
No change in control arrangements | |||||
No guaranteed bonuses | •Bonus remains at risk, subject to year-on-year changes in performance. •Demonstrated by bonus program suspension in 2020; no award granted. | ||||
No additional stock grants to balance losses in value | •The committee sets the size of the restricted stock unit program and does not offset a loss or gain in the value of prior restricted stock units by the value of current-year grants. •Such a practice would minimize the risk/reward profile of stock-based awards and undermine the long-term view that executives are expected to adopt. | ||||
No accelerated vesting at retirement | •Restricted stock units (RSUs) are not subject to acceleration, not even at retirement, except in the case of death. •Unvested RSUs cannot be used as collateral for any purpose. |
millions of Canadian dollars | 2023 | |||||||
From | ||||||||
Cash flows from (used in) operating activities | 3,734 | |||||||
Less changes in working capital | ||||||||
Changes in operating assets and liabilities | (2,701) | |||||||
Cash flows from (used in) operating activities excl. working capital | 6,435 |
millions of Canadian dollars | 2023 | |||||||
From the Consolidated statement of cash flows | ||||||||
Cash flows from (used in) operating activities | 3,734 | |||||||
Cash flows from (used in) investing activities | ||||||||
Additions to property, plant and equipment | (1,785) | |||||||
Proceeds from asset sales | 86 | |||||||
Additional investments | — | |||||||
Loans to equity companies - net | 5 | |||||||
Free cash flow | 2,040 |
Name and principal position at the end of 2023 | Year | Salary ($) (b) | Share- based awards ($) (c) | Option- based awards ($) (d) | Non-equity incentive plan compensation ($) | Pension value ($) (g) | All other compensation ($) (h) | Total compensation ($) (i) | |||||||||||||||||||||
Annual incentive plans (e) | Long-term incentive plans (f) | ||||||||||||||||||||||||||||
B.W. Corson (a) Chairman, president and chief executive officer (since January 1, 2020) | 2023 | 1,193,135 | 6,694,016 | — | 1,707,371 | — | 2,461,764 | 2,775,244 | 14,831,530 | ||||||||||||||||||||
2022 | 1,046,245 | 6,463,180 | — | 2,223,922 | 727,427 | 4,905,567 | 1,975,182 | 17,341,523 | |||||||||||||||||||||
2021 | 968,956 | 3,447,056 | — | 956,421 | — | 1,200,091 | 2,178,025 | 8,750,549 | |||||||||||||||||||||
D.E. Lyons (a) Senior vice-president, finance and administration, and controller (since May 1, 2018) | 2023 | 785,525 | 2,390,720 | — | 719,390 | — | 850,549 | 1,088,590 | 5,834,774 | ||||||||||||||||||||
2022 | 688,388 | 1,917,168 | — | 890,089 | 298,642 | 1,850,528 | 1,798,933 | 7,443,748 | |||||||||||||||||||||
2021 | 646,806 | 1,163,712 | — | 439,979 | — | 463,757 | 784,104 | 3,498,358 | |||||||||||||||||||||
S.P. Younger (a) Senior vice-president, upstream (since July 1, 2020) | 2023 | 581,618 | 1,526,976 | — | 406,935 | — | 65,136 | 665,966 | 3,246,631 | ||||||||||||||||||||
2022 | 574,345 | 1,597,640 | — | 565,155 | 170,133 | 346,566 | 709,862 | 3,963,701 | |||||||||||||||||||||
2021 | 545,996 | 714,096 | — | 250,449 | — | 81,762 | 415,505 | 2,007,808 | |||||||||||||||||||||
B.A. Jolly Treasurer (since August 1, 2023) | 2023 | 526,840 | 1,218,496 | — | 340,583 | — | 1,060,000 | 170,528 | 3,316,447 | ||||||||||||||||||||
2022 | 472,500 | 1,234,540 | — | 469,657 | 140,448 | 1,306,400 | 118,315 | 3,741,860 | |||||||||||||||||||||
2021 | 450,000 | 749,360 | — | 237,332 | — | 268,900 | 91,487 | 1,797,079 | |||||||||||||||||||||
S.L. Evers Senior vice-president, sustainability, commercial development and product solutions (since May 1, 2023) | 2023 | 411,877 | 1,033,408 | — | 294,650 | — | 427,300 | 84,710 | 2,251,945 | ||||||||||||||||||||
2022 | — | — | — | — | — | — | — | — | |||||||||||||||||||||
2021 | — | — | — | — | — | — | — | — |
Name | Year | Salary ($) (b) | Bonus ($) (e) | Restricted stock units ($) (c) | Total direct compensation ($) (i) | ||||||||||||
B.W. Corson (a) | 2023 | 1,193,135 | 1,707,371 | 6,694,016 | 9,594,522 | ||||||||||||
2022 | 1,046,245 | 2,223,922 | 6,463,180 | 9,733,347 | |||||||||||||
2021 | 968,956 | 956,421 | 3,447,056 | 5,372,433 | |||||||||||||
D.E. Lyons (a) | 2023 | 785,525 | 719,390 | 2,390,720 | 3,895,635 | ||||||||||||
2022 | 688,388 | 890,089 | 1,917,168 | 3,495,645 | |||||||||||||
2021 | 646,806 | 439,979 | 1,163,712 | 2,250,497 | |||||||||||||
S.P. Younger (a) | 2023 | 581,618 | 406,935 | 1,526,976 | 2,515,529 | ||||||||||||
2022 | 574,345 | 565,155 | 1,597,640 | 2,737,140 | |||||||||||||
2021 | 545,996 | 250,449 | 714,096 | 1,510,541 | |||||||||||||
B.A. Jolly | 2023 | 526,840 | 340,583 | 1,218,496 | 2,085,919 | ||||||||||||
2022 | 472,500 | 469,657 | 1,234,540 | 2,176,697 | |||||||||||||
2021 | 450,000 | 237,332 | 749,360 | 1,436,692 | |||||||||||||
S.L. Evers | 2023 | 411,877 | 294,650 | 1,033,408 | 1,739,935 | ||||||||||||
2022 | — | — | — | — | |||||||||||||
2021 | — | — | — | — |
Name and principal position at the end of 2021 | Year | Salary ($) (c) | Share- based awards ($) (d) | Option- based awards ($) (e) | Non-equity incentiveplan compensation ($) | Pension value ($) (h) | All other compensation ($) (i) | Total compensation ($) (j) | ||||||||||
Annual incentive plans (f) | Long-term incentive plans (g) | |||||||||||||||||
2021 | 968,956 | 3,447,056 | - | 956,421 | 0 | 1,200,091 | 2,178,025 | 8,750,549 | ||||||||||
B.W. Corson (b) Chairman, president and chief executive officer (since September 17, 2019) | ||||||||||||||||||
2020 | 996,734 | 1,897,132 | - | - | 0 | (340,046) | 1,945,980 | 4,499,800 | ||||||||||
2019 (a) | ||||||||||||||||||
187,070 | 2,532,116 | - | 376,176 | 317,791 | (63,715) | 151,909 | 3,501,347 | |||||||||||
2021 | 646,806 | 1,163,712 | - | 439,979 | 0 | 463,757 | 784,104 | 3,498,358 | ||||||||||
D.E. Lyons (b) Senior vice-president, finance and administration, and controller (since May 1, 2018) | ||||||||||||||||||
2020 | 689,307 | 553,128 | - | - | 0 | (207,474) | 1,516,702 | 2,551,663 | ||||||||||
2019 | 665,551 | 621,696 | - | 135,344 | 135,341 | (150,729) | 545,109 | 1,952,312 | ||||||||||
2021 | 545,996 | 714,096 | - | 250,449 | 0 | 81,762 | 415,505 | 2,007,808 | ||||||||||
S.P. Younger (b) Senior vice-president, upstream (since July 1, 2019) | ||||||||||||||||||
2020 | 527,126 | 393,012 | - | - | 0 | (299,441) | 555,097 | 1,175,794 | ||||||||||
2019 (a) | �� | |||||||||||||||||
249,870 | 674,962 | - | 79,747 | 81,927 | 64,157 | 385,445 | 1,536,108 | |||||||||||
2021 | 450,000 | 749,360 | - | 237,332 | 0 | 268,900 | 91,487 | 1,797,079 | ||||||||||
B.A. Jolly | ||||||||||||||||||
Assistant controller | 2020 | 444,500 | 393,012 | - | - | 0 | 23,300 | 76,767 | 937,579 | |||||||||
(since August 1, 2019) | ||||||||||||||||||
2019 | 413,333 | 427,416 | - | 63,300 | 75,954 | (118,700) | 70,093 | 931,396 | ||||||||||
J.R. Wetmore Vice-president, downstream and Western Canada fuels manager (since January 1, 2018) | 2021 | 432,100 | 581,856 | - | 157,555 | 0 | 56,200 | 59,028 | 1,286,739 | |||||||||
2020 | 427,100 | 320,232 | - | - | 0 | 87,500 | 50,885 | 885,717 | ||||||||||
2019 | 405,600 | 382,084 | - | 47,000 | 60,032 | 184,300 | 47,073 | 1,126,089 | ||||||||||
Grant Date | Grant Price ($) | |||||||
December 4, 2023 | 77.12 | |||||||
December 5, 2022 | 72.62 | |||||||
December 6, 2021 | 44.08 |
Option-based awards | Share-based awards | ||||||||||||||||||||||
Name | Number of securities underlying unexercised options (#) | Option exercise price ($) | Option expiration date | Value of unexercised in-the- money options ($) | Number of shares or units of shares that have not vested (#) (d) | Market or payout value of share- based awards that have not vested ($) (d) | Market or payout value of vested share- based awards not paid out or distributed ($) | ||||||||||||||||
B.W. Corson (a) | — | — | — | — | 410,400 | 30,976,992 | — | ||||||||||||||||
D.E. Lyons (b) | — | — | — | — | 114,400 | 8,634,912 | — | ||||||||||||||||
S.P. Younger (c) | — | — | — | — | 66,100 | 4,989,228 | — | ||||||||||||||||
B.A. Jolly | — | — | — | — | 76,300 | 5,759,124 | — | ||||||||||||||||
S.L. Evers | — | — | — | — | 39,600 | 2,989,008 | — |
Option-based awards | Share-based awards | |||||||||||||
Name | Number of securities underlying unexercised options (#) | Option exercise price ($) | Option expiration date | Value of unexercised in-the- money options ($) | Number of shares or units of shares that have not vested (#) (d) | Market or payout value of share- based awards that have not vested ($) (d) | Market or payout value of vested share- based awards not paid out or distributed ($) | |||||||
B.W. Corson (a) | - | - | - | - | 234,600 | 10,702,452 | - | |||||||
D.E. Lyons (b) | - | - | - | - | 78,000 | 3,558,360 | - | |||||||
S.P. Younger (c) | - | - | - | - | 32,400 | 1,478,088 | - | |||||||
B.A. Jolly | - | - | - | - | 68,600 | 3,129,532 | - | |||||||
J.R. Wetmore | - | - | - | - | 56,900 | 2,595,778 | - |
Name | Option-based awards – Value vested during the year ($) | Share-based awards – Value vested during the year ($) (d) | Non-equity incentive plan compensation – Value earned during the year ($) (e) | ||||||||
B.W. Corson (a) | — | — | — | ||||||||
D.E. Lyons (b) | — | 883,204 | — | ||||||||
S.P. Younger (c) | — | 627,539 | — | ||||||||
B.A. Jolly | — | 1,028,709 | 340,583 | ||||||||
S.L. Evers | — | 402,148 | 294,650 |
Name | Option-based awards – Value vested during the year ($) | Share-based awards – Value vested during the year ($) (d) | Non-equity incentive plan compensation – Value earned during the year ($) (e) | |||
B.W. Corson (a) | - | - | - | |||
D.E. Lyons (b) | - | 411,322 | - | |||
S.P. Younger (c) | - | - | - | |||
B.A. Jolly | - | 494,871 | 237,332 | |||
J.R. Wetmore | - | 434,887 | 157,555 |
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (#) (c) | Weighted-average exercise price of outstanding options, warrants and rights ($) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) (#) (c) | ||||||||
Equity compensation plans approved by security holders (a) | — | — | — | ||||||||
Equity compensation plans not approved by security holders (b) | 1,500,370 | — | 8,967,667 | ||||||||
Total | 1,500,370 | — | 8,967,667 |
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (#) (c) | Weighted average exercise price of outstanding options, warrants and rights ($) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) (#) (c) | |||
Equity compensation plans approved by security holders (a) | - | - | - | |||
Equity compensation plans not approved by security holders (b) | 1,743,315 | - | 8,724,347 | |||
Total | 1,743,315 | - | 8,724,347 |
Maximum number of restricted stock units issuable under the plan (b) | Total number of restricted stock units awarded and outstanding | Total number of restricted stock units available for grant | |||||||||
Number (#) | 10,468,037 | 3,913,310 | 6,554,727 | ||||||||
Percent of outstanding common shares (%) (a) | 1.95 | 0.73 | 1.22 |
Maximum number of restricted stock units issuable under the plan (#) (b) | Total number of restricted stock units awarded and outstanding (#) | Total number of restricted stock units available for grant (#) | ||||
Number | 10,468,037 | 3,950,615 | 6,517,422 | |||
Percent of outstanding common shares (a) | 1.54% | 0.58% | 0.96% |
Number of restricted stock units granted under the plan (#) (a) | Weighted-average number of securities outstanding (#) (b) | Annual burn rate (%) (c) | |||||||||
2023 | 949,520 | 574,750,575 | 0.17 | ||||||||
2022 | 884,140 | 640,160,028 | 0.14 | ||||||||
2021 | 680,720 | 711,602,150 | 0.10 |
Number of restricted stock units granted under the plan (#) (a) | Weighted average number of securities outstanding (#) (b) | Annual burn rate (%) (c) | ||||
2021 | 680,720 | 711,602,150 | 0.10% | |||
2020 | 747,040 | 735,285,422 | 0.10% | |||
2019 | 854,800 | 762,680,114 | 0.11% |
Name | Number of years credited service (as of December 31, 2023) (#) (a) | Annual benefits payable ($) | Opening present value of defined benefit obligation ($) (d) | Compensatory change ($) (e) | Non- compensatory change ($) (f) | Closing present value of defined benefit obligation ($) (d) | |||||||||||||||||
At year- end (b) | At age 65 (c) | ||||||||||||||||||||||
B.W. Corson | — | — | — | — | — | — | — | ||||||||||||||||
D.E. Lyons | — | — | — | — | — | — | — | ||||||||||||||||
S.P. Younger (g) | — | — | — | — | — | — | — | ||||||||||||||||
B.A. Jolly | 32.5 | 393,700 | 503,200 | 5,864,500 | 1,060,000 | 80,700 | 7,005,200 | ||||||||||||||||
S.L. Evers | 25.7 | 136,000 | 254,800 | 1,129,100 | 427,300 | 180,200 | 1,736,600 |
Pension plan | Supplemental pension arrangement (SPA) | |||||||
Type | Registered | Non-registered | ||||||
1.6% provision calculation | •An annual benefit equal to 1.6 percent multiplied by final average earnings(a) multiplied by years of service, with a partial offset for applicable government pension benefits. •An option to forego a portion of the company's matching contributions to the savings plan in order to receive an additional 0.4 percent of final average earnings. | •Includes any portions of the defined pension benefit that cannot be paid from the registered plan due to income tax regulations. •Executive officers who receive an annual bonus, and meet the criteria of the SPA, can also receive an annual benefit of 1.6% of final average bonus earnings(b) multiplied by years of service. | ||||||
3PO provision calculation | •An annual benefit equal to 1.0, 1.5 or 2.0 percent multiplied by final average earnings(a) multiplied by years of service. •Employees may elect to change the pension percent multiplier once every five years. Company contributions to the savings plan are integrated with the pension multiplier election.(c) | •Includes any portions of the defined pension benefit that cannot be paid from the registered plan due to income tax regulations. •Executive officers who receive an annual bonus, and meet the criteria of the SPA, can also receive an annual benefit of 1.5% of final average bonus earnings(b) multiplied by years of service. | ||||||
Form of payment | Benefit available in various annuity forms upon retirement. | •May be taken as a lump sum or an annuity upon retirement. |
Pension multiplier | Company savings plan match | |||||||
1.5% | Up to 6% | |||||||
1.0% | Up to 6% and an additional company contribution of 2% | |||||||
2.0% | Forego company matching contribution |
Name | Number of years credited service (as of December 31, 2021) (#) (a) | Annual benefits payable ($) | Opening present value of defined benefit obligation ($) (d) | Compensatory change ($) (e) | Non- compensatory change ($) (f) | Closing present value of defined benefit obligation ($) (d) | ||||||||
At year- end (b) | At age 65 (c) | |||||||||||||
B.W. Corson | - | - | - | - | - | - | - | |||||||
D.E. Lyons | - | - | - | - | - | - | - | |||||||
S.P. Younger (g) | - | - | - | - | - | - | - | |||||||
B.A. Jolly | 30.5 | 267,700 | 364,600 | 5,546,900 | 268,900 | (68,300) | 5,747,500 | |||||||
J.R. Wetmore | 27.5 | 239,200 | 394,100 | 5,092,200 | 56,200 | (111,500) | 5,036,900 |
Termination and change-in-control | •The company does not have written employment contracts or any other agreement with its named executive officers providing for payments on change-in-control or termination of employment; see page 174. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common programs | •All executives employed by the company, including the
The structure, process and responsibilities of the board of directors of the corporation shall include the following items and matters: 1. Responsibility The board of directors shall be responsible for the stewardship of the corporation and provide oversight of management of the corporation, aimed at giving effect to the corporation’s strategy and sustainably generating long-term value.2. Duty of care The directors, in exercising their powers and discharging their duties, shall: (a) act honestly and in good faith with a view to the best interests of the corporation; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. 3. Stewardship process In order to carry out their responsibility for stewardship within their duty of care, the directors shall, directly or through one or more committees of directors, (a) contribute to the formulation of and approve strategic plans on at least an annual basis; (b) identify the principal risks of the corporation's business where identifiable and oversee the implementation of appropriate systems to manage such risks; (c) provide oversight regarding succession planning for senior management, including the appointing, training and monitoring thereof; (d) approve the corporate disclosure guidelines and monitor the external communications of the corporation; (e) provide oversight regarding the integrity of the corporation's internal control and management information systems; (f) provide oversight regarding the integrity of the corporation's information technology and systems to ensure the security and integrity of the corporation’s electronic information, systems and assets; (g) consider management's recommendations regarding major corporation decisions and actions, which have significant societal implications; (h) provide oversight regarding compliance with major corporate policies; (i) charge the chief executive officer of the corporation with the general management and direction of the business and affairs of the corporation; (j) monitor and assess the performance of the chief executive officer; (k) satisfy itself as to the integrity of the chief executive officer and other executive officers and ensure that the chief executive officer and the other executive officers create a culture of integrity throughout the company; (l) annually review and approve the corporation's code of ethics and business conduct; (m) provide oversight regarding compliance with the code of ethics and business conduct, provided that any waivers from the code that are granted for the benefit of the issuer's directors or executive officers should be granted by the board only; (n) determine appropriate measures are in place for receiving feedback from stakeholders; (o) annually determine the recommended candidates to stand for election as directors of the corporation, and to make appointments of directors to the board to fill open seats between annual meetings, including vacancies created by an increase in the authorized number of directors; 188 (r) determine membership of each committee, including its chair and vice-chair, after receiving the recommendation of the nominations and corporate governance committee; (s) direct the distribution to the board by management of information that will enhance their familiarity with the corporation's activities and the environment in which it operates, as set out in section 5; (t) review the corporation’s process in respect of employee conflicts of interest and directorships in non-affiliated commercial, financial and industrial organizations and the disclosures thereof; (v) undertake such additional activities within the scope of its responsibilities as it may deem appropriate. 4. Range of items to be considered by the board The following categories and specific items shall be referred to the board for information or decision on a regularly scheduled basis, to the extent appropriate: Organization/legal •fixing of the number of directors •director appointments to fill interim vacancies •director slate for election by the shareholders •officer appointments •board governance processes •by-laws and administrative resolutions •changes in fundamental structure of the corporation •shareholder meeting notice and materials •non-employee director compensation •policies adopted by the board •investigations and litigation of a material nature Financial •equity or debt financing •dividend declarations •financial statements and the related management discussion and analysis, annual and quarterly •status of the corporation's retirement plan and employee savings plan Strategic/investment/operating plans/performance •near-term and long-range outlooks •capital, lease, loan and contributions budgets annually •capital expenditures or dispositions in excess of $250 million individually •entering into any venture that is outside of the corporation's existing businesses •financial and operating results quarterly •Canadian and world economic outlooks •regional socio-economic reviews •corporate reputation reviews •risk management reviews •environment and sustainability reviews •personnel and process safety systems and performance reviews •information technology, systems and cybersecurity In addition to the items which are specific to the categories identified above, the chief executive officer shall refer to the board for information or decision all other items of corporate significance; and any member of the board may request a review of any such item. Items to be referred to the committees of the board are specified in their respective charters. 189 5. Information to be received by the board Material shall be distributed to directors through the office of the corporate secretary. Corporate policies, board calendars, contact information and other company processes, are updated on the board portal site and accessible to all directors. Material under the following general headings, including the specific items listed below and only other similar items, shall be distributed to directors on a regular basis: Organization/legal •articles of incorporation, by-laws and administrative resolutions•corporate policies •corporate data •board and management processes •financial and operating report •organization outline Social/political/economic environment •public issues updates •economic outlook •external communications packages •information technology, systems and cybersecurity updates Major announcements •press releases •speeches by management •organization changes Communications to shareholders Other significant submissions, studies and reports 6. Meetings of the board (a) The board normally holds seven (7) regular meetings per year. Additional meetings may be scheduled as required to consider the range of items charged for consideration by the board. (b) An agenda for each board meeting and briefing materials will, to the extent practicable in light of the timing of matters that require board attention, be distributed to each director approximately five to seven days prior to each meeting. The chairman, in consultation with the lead director will normally set the agenda for board meetings. Any director may request the inclusion of specific items. (c) It is expected that each director will make every effort to attend each board meeting and each meeting of any committee on which he or she serves. Attendance in person is preferred but virtual attendance is permitted if necessary. (d) Each director should be familiar with the agenda for each meeting, have carefully reviewed all other materials distributed in advance of the meeting, and be prepared to participate meaningfully in the meeting, and to discuss all scheduled items of business. (e) The proceedings and deliberations of the board and its committees are confidential. Each director will maintain the confidentiality of information received in connection with his or her service as a director, and the chief executive officer, or those whom he or she has designated, will speak for the corporation. 7. Independent directors (a) The board shall be composed of a majority of independent directors. The board may also include one or more directors who are not independent, but who, as officers of the majority shareholder, may be viewed as independent of the company’s management. (b) In respect of each director to be appointed to fill a vacancy and each director to be nominated for election or re-election by the shareholders, the board shall make an express determination as to whether he or she is an independent director and, for a director who may become a member of the audit committee, whether he or she is an audit committee financial expert or financially literate. (c) The term "independent", shall have the meaning as set out in applicable law, including on the basis of the standards specified by National Instrument 52-110 Audit Committees, the US. Securities and Exchange Commission rules and the listing standards of the NYSE American LLC. 190 (d) Independent directors will have full access to senior management of the corporation and other employees on request to discuss the business and affairs of the corporation. The board expects that there will be regular opportunities for directors to meet with the chief executive officer, and other members of management in board and committee meetings and in other formal or informal settings. (e) Compensation for independent directors will be determined by the board on the recommendation of the nominations and corporate governance committee and will be reviewed annually. Non-employee director compensation will be set at a level that is consistent with market practice, taking into account the size and scope of the corporation’s business and the responsibilities of its directors. A substantial portion of the compensation paid to independent directors for service on the board will be paid in restricted stock units of the corporation. 8. Lead Director The independent directors will annually select one independent director to serve as lead director. The appointment of a lead director is intended to ensure that the board functions with appropriate independence and to enhance the company’s corporate governance. It is normally expected that the same director will serve as lead director for a minimum of two years. The lead director’s duties and responsibilities will include: (a) act as liaison with the chairman, in consultation with the other directors, (provided however that each director will also be afforded direct and complete access to the chairman at any time as such director deems necessary or appropriate); (b) calls, chairs and sets agendas for executive sessions of the independent directors; (c) provides feedback to the chairman; (d) chairs meetings of the board in the absence of the chairman; (e) reviews and approves the schedule and agenda for all board and committee meetings and reviews associated materials distributed to the directors; (f) advises the chairman as to the quality, quantity and timeliness of information flows; (g) working together with the chairman, oversees the annual performance evaluation of the board; and (h) working together with the chair of the executive resources committee, oversees the annual performance review of the CEO. Compensation for the lead director will be determined by the board on the recommendation of the nominations and corporate governance committee and will be reviewed annually. 9. Independent legal or other advice It is normally expected that information regarding the corporation’s business and affairs will be provided to the board by the corporation’s management and staff and by its independent auditors. However, the board and, with the approval of the board, any director, may engage independent counsel and other advisors at the expense of the corporation. The fees and expenses of any such advisor will be paid by the corporation. (a) Meetings of the independent directors ("executive sessions of the board") shall be held in conjunction with all board meetings including unscheduled virtual board meetings. Additional executive sessions may be convened by the lead director at his or her discretion and will be convened if requested by any other director. Any independent director may raise issues for discussion at an executive session. (b) The lead director, or in the lead director's absence, an independent director chosen by the independent directors, shall preside at executive sessions of the board and ensure that meetings of the independent directors are held in accordance with this charter. (c) The purposes of the executive sessions of the board shall include the following: (i) to raise substantive issues that are more appropriately discussed in the absence of management; (iii) to address issues raised but not resolved at meetings of the board and assess any follow-up needs with the chairman of the board; (iv) to discuss the quality, quantity, and timeliness of the flow of information from management that is necessary for the independent directors to effectively and responsibly perform their duties, and advise the chairman of the board of any changes required; and (v) to seek feedback about board processes. 11. Selection and tenure of directors The nominations and corporate governance committee shall recommend to the board a slate of director candidates for election at each annual meeting of shareholders and shall recommend to the board directors to fill vacancies, including vacancies created as a result of any increase of the size of the board. The guidelines for selection and tenure of directors shall be as follows: (a) Selection In considering the qualifications of potential nominees for election as directors, the nominations and corporate governance committee considers the work experience and other areas of expertise of the potential nominees with the objective of providing for diversity among non-employee directors. The following key criteria are considered to be relevant to the work of the board of directors and its committees:Work Experience •Experience in leadership of businesses or other large organizations (Leadership of large organizations) •Operations/technical experience (Operations / technical) •Project management experience (Project management) •Experience in working in a global work environment (Global experience) •Experience in development of business strategy (Strategy development) •Experience with environmental, health, community relations and/or safety policy, practices and management (Environment and sustainability) Other Expertise •Audit committee financial expert •Expertise in financial matters (Financial expertise) •Expertise in managing relations with government (Government relations) •Expertise in information technology and cybersecurity oversight (Information technology / Cybersecurity oversight) •Expertise in executive compensation policies and practices (Executive compensation) •Expertise in oversight of risk management policies and practices (Risk management) In addition, the nominations and corporate governance committee may consider the following additional factors: •possessing expertise in any of the following areas: law, science, marketing, administration, social/political environment or community and civic affairs; •individual competencies in business and other areas of endeavour in contributing to the collective experience of the directors; and •providing diversity in age, regional association, gender and other diversity elements (including The nominations and corporate governance committee shall then assess what work experience and other expertise each existing director possesses. The nominations and corporate governance committee shall identify individuals qualified to become new board members and recommend to the board the new director nominees. In making its recommendations, the nominations and corporate governance committee shall consider the work experience and other expertise that the board considers each existing director to possess and which each new nominee will bring. The nominations and corporate governance committee may also consider the additional factors noted above and any other factors which it believes to be relevant. A candidate may be nominated for directorship after consideration has been given as to his or her degree of compatibility with the following criteria, i.e., as to whether he or she: •will not adversely affect the requirements with respect to citizenship and residency for the directors imposed by the Canada Business Corporations Act 192 •will not adversely affect the corporation’s status as a foreign private issuer under U.S. securities legislation; •possesses the ability to contribute to the broad range of issues with which the directors and any one or all of the committees of directors must deal; •will serve on the boards of other public companies only to the extent that such services do not detract from the director’s ability to devote the necessary time and attention as a director; •is able to devote the necessary amount of time to prepare for and attend all meetings of the directors and committees of directors, and to keep abreast of significant corporate developments; •is free of any present or apparent potential legal impediment or conflict of interest, such as: –serving as an employee or principal of any organization presently providing a significant level of service to the corporation or which might so provide to the corporation, for example, institutions engaged in commercial banking, underwriting, law, management consulting, insurance, or trust companies; or of any substantial customer or supplier of the corporation; –serving as an employee or director of a competitor of the corporation, such as petroleum or chemical businesses, or of a significant competitor of corporations represented by a director of this corporation; –serving as the chief executive officer or a top administrator of an organization that has the chief executive officer or a top administrator of this corporation serving as director; •is expected to remain qualified to serve for a minimum of five years; •will not, at the time that he or she stands for election or appointment, have attained the age of 72; •if an independent director, is, or will become within a period of five years of becoming a director, the beneficial owner, directly or indirectly, of not less than 16,500 common shares, deferred share units or restricted stock units of the corporation. (b) Tenure (i) Re-nomination An incumbent director shall be supported for re-nomination as long as he or she:•does not suffer from any disability that would prevent the effective discharge of his or her responsibilities as a director; •makes a positive contribution to the effective performance of the directors; •regularly attends directors’ and committee meetings; •has not made a change with respect to principal position or thrust of involvement or regional association that would significantly detract from his or her value as a director of the corporation; •is not otherwise, to a significant degree, incompatible with the criteria established for use in the selection process; •in a situation where it is known that a director will become incompatible with the criteria established for use in the selection process within a three-month period of election, such as retirement from principal position at age 65, this information would be included in the management proxy circular, and where possible, information regarding the proposed replacement would also be included; •will not, at the time that he or she stands for re-election, have attained the age of 72; however, under exceptional circumstances, at the request of the chairman, the nominations and corporate governance committee may continue to support the nomination.193 (ii) Resignation An incumbent director will resign in the event that he or she: •experiences a change in circumstances such as a change in his or her principal occupation, including an officer of the corporation ceasing to hold that position, but not merely a change in geographic location; •displays a change in the exercise of his or her powers and in the discharge of duties that, in the opinion of at least 75 percent of the directors, is incompatible with the duty of care of a director as defined in the Act;Canada Business Corporations •has made a change in citizenship or residency that will adversely affect the requirements for directors with respect to those areas imposed by the Canada Business Corporations Act; •has made a change in citizenship or residency that adversely affects the corporation’s status as a foreign private issuer under U.S. securities legislation; •develops a conflict of interest, such as –assuming a position as an employee or principal with any organization providing a significant level of service to the corporation, for example, institutions engaged in commercial banking, underwriting, law, management consulting, insurance, or trust companies; or with any substantial customer or supplier of the corporation; –assuming a position as an employee or director of any competitor of the corporation, such as petroleum or chemical businesses, or of a competitor of corporations represented by a director of this corporation; –assuming the position of chief executive officer or a top administrator of an organization that has the chief executive officer or a top administrator of this corporation serving as a director; –becomes unable to devote the necessary amount of time to prepare for and regularly attend meetings of the directors and committees of directors, and to keep abreast of significant corporate developments, and the nominations and corporate governance committee will make a recommendation to the board as to whether to accept or reject such resignation. All directors will stand for election at the annual meeting of shareholders. If the majority shareholder’s holdings were ever to fall below 50% for any non-contested elections of directors, any director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” in such election shall tender his or her resignation. Within 90 days after certification of the election results, the board will decide, through a process managed by the nominations and corporate governance committee and excluding the nominee in question, whether to accept the resignation. Absent a compelling reason for the director to remain on the board, the board shall accept the resignation. The board will promptly disclose and, if applicable, the reasons for rejecting the tendered resignation.(a) Orientation New non-employee directors will receive a comprehensive orientation from appropriate executives regarding the corporation’s business and affairs.(b) Continuing Education Reviews of aspects of the corporation’s operations will be presented by appropriate employees from time to time as part of the agenda of regular board meetings. The board will also normally conduct an on-site visit to a location other than the corporation’s headquarters in conjunction with one or more regular board meetings every year.The board currently believes that it is appropriate and efficient for the corporation’s chief executive officer to also act as chairman of the board. However, the board retains the authority to separate those functions if it deems such action appropriate in the future. 194 (a) Position description The chairman and chief executive officer shall: •plan and organize all activities of the board of directors; •ensure that the board receives sufficient, timely information on all material aspects of the corporation's operations and financial affairs; •chair annual and special meetings of the shareholders; •conduct the general management and direction of the business and affairs of the corporation; •recommend to the board of directors a strategic plan for the corporation's business and, when approved by the board of directors, implement this strategic plan and report to the board of directors on the implementation of this strategic plan; •develop and implement operational policies to guide the corporation within the limits prescribed by the corporation's by-laws and the directions adopted by the board of directors; •identify, for review with the board of directors, the principal risks of the corporation's business, where identifiable, and develop appropriate systems to manage such risks; •under the oversight of the board of directors, develop plans for succession planning for senior management, including the appointing, training and monitoring thereof, and implement those plans; •ensure compliance with the corporation's code of ethics and business conduct so as to foster a culture of integrity throughout the company; and •ensure effective internal controls and management information systems are in place. (b) Minimum shareholding requirements The chairman and chief executive officer shall hold, or shall, within three years after his appointment as chairman and chief executive officer, acquire shares of the corporation, including common shares and restricted stock units, of a value no less than five times his base salary.
1. Purpose of the Committee The primary purpose of the audit committee (the •management's conduct of the corporation's financial reporting process, •the integrity of the financial statements and other financial information provided by the corporation to Canadian securities regulators, the United States Securities and Exchange Commission (the "SEC") and the public, •the corporation's system of internal accounting and financial controls, •the corporation's compliance with legal and regulatory requirements, •the performance of the corporation's internal audit function, •the independent auditors' qualifications, performance, and independence, and •the annual independent audit of the corporation's financial statements. The 195 the committee is not providing any expert or special assurance as to the non-audit services provided by the independent auditors.2. Committee Membership The committee shall consist of no fewer than three members. Committee members shall be appointed by the board from among its independent members who shall serve at the pleasure of the board, but only so long as he or she continues to be a director of the corporation and is independent. Each member of the committee must satisfy such criteria of independence as the board may establish and such additional regulatory or listing requirements as the board may determine to be applicable or appropriate. Each member of the committee shall serve only so long as he or she continues to be a director of the corporation and is independent. The actual number of members shall be determined from time to time by resolution of the board. Accordingly, each member of the committee shall be financially literate within a reasonable period of time after appointment to the committee; must be 3. Committee Structure and Operation The chair and vice-chair of the committee shall be designated by the board from among the members of the committee. The committee shall fix its own rules of procedure and shall meet where and as provided by such rules or by resolution of the committee. In addition to the regular meeting schedule established by the committee, the chair of the committee may call a special meeting at any time. The chair, or in that (a) preside at committee meetings; (b) ensure that meetings of the committee are held in accordance with this charter; and
A majority of the members of the committee shall constitute a quorum thereof. Every question shall be decided by a majority of the votes cast on the question and in the case of an equality of votes, the chair of the meeting shall be entitled to a second or casting vote. The committee shall designate its secretary. Meetings of the committee may be called by any member or by the external auditors of the corporation, and notice of every meeting shall be given to the external auditors. The external auditors and the internal auditor of the corporation shall report directly to the audit committee. The committee shall act only on the affirmative vote of a majority of the members at a meeting or by unanimous written consent. The committee may establish sub-committees to carry out such duties as the committee may assign.4. Committee Activities The following shall be the common recurring activities of the committee in carrying out its purposes. These activities are set forth as a guide with the understanding that the committee may diverge from this guide as appropriate given the circumstances. The committee shall: (a) recommend the external auditors to be appointed by the shareholders, review and recommend their remuneration to the board, approve advances on such remuneration, which shall be paid by the corporation, and oversee their work, including the resolution of disagreements between management and the external auditor regarding financial reporting.
196 (c) approve in advance any non-audit services that are permitted by applicable law to be performed by the external auditors after considering the effect of such services on their independence. (d) receive from the external auditors a formal written statement delineating all relationships between the external auditor and the corporation consistent with Independence Standards Board Standard 1, and shall actively engage in a dialogue with the external auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the external auditor and shall recommend that the board take any appropriate action to oversee the independence of the external auditor. (e) maintain hiring policies for employees and former employees of the independent auditors. (f) establish procedures for the receipt, retention and treatment of complaints received by the corporation regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission by employees of the corporation of concerns regarding questionable accounting or auditing matters. (g) approve the proposed current year audit program of the internal auditors and assess the results of the program after the end of each quarter. (h) review the adequacy of the corporation's system of internal controls and auditing procedures. (i) review the accounting and financial reporting processes of the corporation. (j) provide oversight regarding the corporation’s tax compliance activities. (k) approve changes proposed by management in accounting principles and practices, and review changes proposed by the accounting profession or other regulatory bodies which impact directly on such principles and practices. (l) review the quarterly news release of financial and operating results, the annual and quarterly financial statements of the corporation, any accounting items affecting the statements and the overall format and content of the statements, and the related management discussion and analysis, prior to approval of such news release and financial statements by the board of directors. (m) review the results of the corporation's business ethics compliance program. (n) review related party transactions to assess the commercial reasonableness of those transactions, and to ensure that all such transactions are entered into in compliance with applicable laws and regulations. (o) provide oversight regarding the corporation’s anonymous ethics hotline. (p) review annually a summary of senior management expense accounts. (q) evaluate, along with the other members of the board, management, the controller, and the general auditor, the qualifications, performance and independence of the independent auditors, including the performance of the lead audit partner. (r) require attendances at its meetings by members of management, as the committee may direct. (s) undertake such additional activities within the scope of its responsibilities as it may deem appropriate. 5. Committee Evaluation The committee will annually complete a self-evaluation of the 6. Resources and Authority of the Committee The committee has exclusive authority with respect to the retention of the independent auditors described in section 4 of this charter. In discharging its oversight role, the committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the corporation. The committee also has the authority to retain outside advisors, including legal counsel, auditors, or other experts, as it deems appropriate; to approve the fees and expenses of such advisors; and to incur such other ordinary administrative expenses as are necessary or appropriate in carrying out its duties. 197 1. Purpose of the Committee The primary purpose of the 2. Committee Membership The committee shall consist of no fewer than three members, to be appointed by the board of directors from among (a) the independent directors; and (b) the non-independent directors who are not members of the 3. Committee Structure and Operation The chair and vice-chair of the committee shall be designated by the board from among the members of the committee. The committee shall fix its own rules of procedure and shall meet where and as provided by such rules or by resolution of the committee. The chair, or in that
(c) review, and modify if necessary the agenda of the meetings of this committee in advance to ensure that the committee may effectively carry out its duties. A majority of the members of the committee shall constitute a quorum thereof. Every question shall be decided by a majority of the votes cast on the question and in the case of an equality of votes, the chair of the meeting shall be entitled to a second or casting vote. The committee shall designate its secretary. Meetings of the committee may be called by any member. The committee shall act only on the affirmative vote of a majority of the members at a meeting or by unanimous written consent. The committee may establish subcommittees consisting of one or more members to carry out such duties as the committee may delegate. 4.Committee Activities The following shall be the common recurring activities of the committee in carrying out its purpose. These activities are set forth as a guide with the understanding that the committee may diverge from this guide as appropriate given the circumstances. The committee shall: (a) provide oversight regarding the effectiveness of the corporation's policies, programs and practices on environment, health, safety, security and sustainability, including the impact, risks and disclosure associated with climate change and greenhouse gas emissions, and make such recommendations to the board with respect thereto as it may deem advisable. 198 (e) provide oversight regarding current and emerging issues related to government, stakeholder and Indigenous relations. (f) provide oversight regarding implementation of the corporation’s Indigenous Relations Principles and Guidelines. (g) review and provide guidance on the corporation’s overall community investment strategies and programs including approval of all grants or contributions for charitable contributions and local community contributions in excess of $500,000. (h) recommend to the board and management desirable policies and actions arising from its oversight and guidance activity. (i) require attendances at its meetings by members of management, as the committee may direct. (j) undertake such additional activities within the scope of its responsibilities as it may deem appropriate. 5. Committee Evaluation The committee will annually complete a self-evaluation of the 6. Resources and Authority of the Committee The committee has the authority to retain such outside advisors, including legal counsel or other experts, as it deems appropriate, and to approve the fees and expenses of such advisors.
1. Purpose of the Committee The primary purpose of the executive resources committee (the “committee”) is to discharge the board of 2. Committee Membership The committee shall consist of no fewer than three members, to be appointed by the board of directors from among (a) the independent directors; and (b) the non-independent directors who are not members of the 199 3. Committee Structure and Operation The chair and vice-chair of the committee shall be designated by the board from among the members of the committee. The committee shall fix its own rules of procedure and shall meet where and as provided by such rules or by resolution of the committee. The chair, or in that (a) preside at committee meetings; (b) ensure that meetings of the committee are held in accordance with this charter; and
A majority of the members of the committee shall constitute a quorum thereof. Every question shall be decided by a majority of the votes cast on the question and in the case of an equality of votes, the chair of the meeting shall be entitled to a second or casting vote. The committee shall designate its secretary. Meetings of the committee may be called by any member. The committee shall act only on the affirmative vote of a majority of the members at a meeting or by unanimous written consent. The committee may establish subcommittees consisting of one or more members to carry out such duties as the committee may delegate. 4. Committee Activities The following shall be the common recurring activities of the committee in carrying out its purposes. These activities are set forth as a guide with the understanding that the committee may diverge from this guide as appropriate given the circumstances. The committee shall: (a)review and approve the corporate goals and objectives relevant to the compensation of the CEO. (b)review data on competitive compensation practices and review and evaluate policies and programs through which the corporation compensates its employees. (c)at least annually evaluate the CEO's performance as measured against the goals and objectives outlined above. (d)approve salaries and other compensation (including supplemental compensation such as cash bonuses and incentive bonus units, long-term incentive compensation such as restricted stock units, and any other payments for service), for the CEO and other key senior executive management positions reporting directly to the CEO, including all officers of the corporation. (e)at least annually review succession planning and development strategies for the CEO and key senior executive management positions reporting directly to the CEO, including all officers of the corporation. (f)review the executive development system to ensure that it foresees the corporation’s senior management requirements and provides for early identification and development of key resources. (g)review and approve an annual report on compensation for inclusion in the corporation’s management proxy circular in accordance with applicable legal requirements. (h)make recommendations to the board with respect to incentive compensation plans and equity-based plans. (i)review proposed terms of any new incentive program and any major amendment of an existing program, and make such recommendations to the board with respect thereto as it may deem advisable. 200 (k)consider factors that could affect the independence or represent a conflict of interest on the part of any compensation consultant, independent legal counsel, or other adviser the committee may retain and report thereon as required by Canadian securities regulators and stock exchanges on which the corporation’s stock trades. (l)administer the company’s Policy for the Recovery of Erroneously Awarded Compensation. (m)require attendances at its meetings by members of management, as the committee may direct. (n)undertake such additional activities within the scope of its responsibilities as it may deem appropriate. 5. Committee Evaluation The committee will annually complete a self-evaluation of the 6. Resources and Authority of the Committee The committee and, with the approval of the committee, any member, may engage independent counsel, compensation consultants or other advisors at the expense of the corporation. The committee shall be directly responsible for the appointment, compensation and oversight of the work of any independent legal counsel, compensation consultant or other advisor retained by the committee. The committee may select outside legal counsel, a compensation consultant or other advisor (an “Advisor”) to the committee only after taking into consideration all factors relevant to the Advisor’s independence from management, including the following: •the provision of other services to the corporation by the person that employs the Advisor; •the amount of fees received from the corporation by the person that employs the Advisor as a percentage of such that person’s total revenue; •the policies and procedures of the person that employs the Advisor that are designed to prevent conflicts of interest; •any business or personal relationship of the Advisor with a member of the committee; •any stock of the corporation owned by the Advisor; and •any business or personal relationship of the Advisor or the person employing the Advisor with an executive officer of the corporation.
1. Purpose of the Committee The primary purpose of the nominations and corporate governance committee (the non-employee director compensation; and to develop and recommend to the board corporate governance guidelines applicable to the corporation. Long term value creation requires strong corporate governance to ensure appropriate transparency and accountability. The committee aims to build and maintain an engaged and diverse board whose composition is appropriate in light of the corporation’s needs and strategy.2. Committee Membership The committee shall consist of no fewer than three members, to be appointed by the board of directors from among (a) the independent directors; and (b) the non-independent directors who are not members of the 201 3. Committee Structure and Operation The chair and vice-chair of the committee shall be designated by the board from among the members of the committee. The committee shall fix its own rules of procedure and shall meet where and as provided by such rules or by resolution of the committee. The chair, or in that (a) preside at committee meetings; (b) ensure that meetings of the committee are held in accordance with this charter; and
A majority of the members of the committee shall constitute a quorum thereof. Every question shall be decided by a majority of the votes cast on the question and in the case of an equality of votes, the chair of the meeting shall be entitled to a second or casting vote. The committee shall designate its secretary. Meetings of the committee may be called by any member. The committee shall act only on the affirmative vote of a majority of the members at a meeting or by unanimous written consent. The committee may establish subcommittees consisting of one or more members to carry out such duties as the committee may delegate. 4. Committee Activities The following shall be the common recurring activities of the committee in carrying out its purpose. These activities are set forth as a guide with the understanding that the committee may diverge from this guide as appropriate given the circumstances. The committee shall: (a)provide oversight regarding issues of corporate governance as they apply to the corporation, including the effectiveness of the system of corporate governance, and the board's relationship with management, and report to the board on such matters. (b)provide oversight regarding the annual assessment of the effectiveness and contribution of the board, its committees and each individual director. (c)make recommendations to the board as to the appropriate size of the board with a view to facilitating effective decision-making. (d)review and recommend to the board of directors any modifications to the charters of the board or any of its committees. (e)review qualifications of existing directors and individuals suggested as potential candidates for director of the corporation, including candidates suggested by shareholders, and consider for nomination any of such individuals who are deemed qualified pursuant to the provisions of the board charter. (f)recommend to the board the nominees to be proposed by the board for election as directors of the corporation at the annual meeting of shareholders. (g)recommend to the board candidates for election as directors of the corporation to fill open seats on the board between annual meetings, including vacancies created by an increase in the authorized number of directors. (h)consider resignations tendered by directors in the event of: i.the majority shareholder’s holdings falling below 50%, for any non-contested election of directors in the event a nominee standing for election by shareholders in a non-contested election receives a greater number of votes withheld from his or her election than votes for such election and, in any such case, refer the matter to the board with the committee's recommendation whether such resignation should be accepted, or ii.a change of circumstance as described in section 10(b)(ii) of the board charter. (i)review the remuneration of independent directors, including the lead director, and make such recommendations to the board with respect thereto as it may deem advisable. 202 (l)provide recommendations to the board concerning committee structure of the board, committee operations, committee member qualifications, and committee member appointment. (m)provide oversight and recommendations regarding director education. (n)review any allegation that an executive officer or director may have violated the corporation's Standards of Business Conduct and report its findings to the board and the general auditor. (o)require attendances at its meetings by members of management, as the committee may direct. (p)undertake such additional activities within the scope of its responsibilities as it may deem appropriate. 5. Committee Evaluation The committee will annually complete a self-evaluation of the 6. Resources and Authority of the Committee The committee has the authority to retain such outside advisors, including legal counsel or other experts, as it deems appropriate, and to approve the fees and expenses of such advisors. Without limiting the foregoing, the committee will have sole authority to retain and terminate any search firm to be used by the committee to identify director candidates and any consultant used by the committee to evaluate non-employee director compensation.1.Purpose of the Committee The primary purpose of the recommendations to the board of directors as it deems advisable.2.Committee Membership The committee shall consist of no fewer than three members, to be appointed by the board of directors from among finance.3. Committee Structure and Operation The chair and vice-chair of the committee shall be designated by the board from among the members of the committee. The committee shall fix its own rules of procedure and shall meet where and as provided by such rules or by resolution of the committee. The chair, or in that (a)preside at committee meetings; (b)ensure that meetings of the committee are held in accordance with this charter; and (c)review, and modify if necessary the agenda of the meetings of this committee in advance to ensure that the committee may effectively carry out its duties. 203 A majority of the members of the committee shall constitute a quorum thereof. Every question shall be decided by a majority of the votes cast on the question and in the case of an equality of votes, the chair of the meeting shall be entitled to a second or casting vote. The committee shall designate its secretary. Meetings of the committee may be called by any member. The committee shall act only on the affirmative vote of a majority of the members at a meeting or by unanimous written consent. The committee may establish subcommittees consisting of one or more members to carry out such duties as the committee may delegate. 4.Committee Activities The following shall be the common recurring activities of the committee in carrying out its purpose. These activities are set forth as a guide with the understanding that the committee may diverge from this guide as appropriate given the circumstances. The committee shall: (a)review, as the committee deems appropriate, the corporation’s capital structure / capital allocation, and its financial policies, practices and strategies, which may include the following: i.financial outlook and financing plan; ii.dividend policies and share repurchase programs; iii.investment of pension assets and the funding of pension obligations; iv.capital plan including significant capital appropriations; v.issuance of equity or debt securities; and vi.significant investments, acquisitions and divestitures by the corporation, including discussion of possible mergers and other transactions, and their financial impact. (b)require attendances at its meetings by members of management, as the committee may direct. (c)undertake such additional activities within the scope of its responsibilities as it may deem appropriate. The committee will make such reports and recommendations to the board with respect thereto as it may deem advisable. 5.Committee Evaluation The committee will annually complete a self-evaluation of the committee’s own performance and effectiveness and will consider whether any changes to the committee’s charter are appropriate. 6.Resources and Authority of the Committee The committee has the authority, in its sole discretion, to retain and oversee the work of such outside advisors, including legal counsel, financial advisors or other experts, as it deems advisors with funding provided by the corporation; and to incur such other ordinary administrative expenses as are necessary or appropriate in carrying out its duties. |